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TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on February 12, 2016

Registration No. 333-207397

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

AMENDMENT NO. 3
to

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

RED ROCK RESORTS, INC.
(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
Red Rock Resorts, Inc.
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 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 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.

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 February 12, 2016

PROSPECTUS

                  Shares

Red Rock Resorts, Inc.

Class A Common Stock

        This is an initial public offering of shares of Class A Common Stock of Red Rock Resorts, Inc.

        Red Rock Resorts, Inc. is offering                  of the shares to be sold in this Offering. The selling stockholders 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 have applied to list our shares of Class A Common Stock on the Nasdaq Stock Market ("NASDAQ") under the symbol "RRR."

        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 23 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 and          shares of Class A Common Stock from the selling stockholders 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                        , 2016.

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

Prospectus dated                        , 2016

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY		1
THE OFFERING		14
SUMMARY HISTORICAL AND UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL AND OTHER DATA		20
RISK FACTORS		23
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS		47
THE REORGANIZATION OF OUR CORPORATE STRUCTURE		49
USE OF PROCEEDS		56
DIVIDEND POLICY		58
CAPITALIZATION		59
DILUTION		61
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		64
SELECTED HISTORICAL COMBINED FINANCIAL AND OTHER DATA		76
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		79
DESCRIPTION OF OUR BUSINESS		108
MANAGEMENT AND DIRECTORS		135
EXECUTIVE COMPENSATION		143
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		159
PRINCIPAL AND SELLING STOCKHOLDERS		168
DESCRIPTION OF CAPITAL STOCK		172
SHARES ELIGIBLE FOR FUTURE SALE		178
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS		180
UNDERWRITING (CONFLICTS OF INTEREST)		184
LEGAL MATTERS		197
EXPERTS		197
WHERE YOU CAN FIND MORE INFORMATION		197
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," "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 Red Rock Resorts, Inc., a Delaware corporation, or "Red Rock," 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."

•

On January 5, 2016, Red Rock amended its certificate of incorporation to change its name from "Station Casinos Corp." to "Red Rock Resorts, Inc."

•

References to LLC Units in this prospectus are to limited liability company interests in Station Holdco.

•

References to our "existing owners" are to the members of Station Holdco following the consummation of the Offering and Reorganization Transactions (including the merger of certain members of Station Holdco with subsidiaries of Red Rock).

•

When we describe the exchange of LLC Units and shares of Class B Common Stock on a "one-for-one basis" we mean that (x) one LLC Unit and one share of Class B Common Stock will be exchanged for (y) one share of Class A Common Stock.

•

References to our Principal Equityholders in this prospectus are to (i) FI Station Investor LLC ("FI Station Investor"), an entity that is owned by certain trusts and other entities owned or established for the benefit of Frank J. Fertitta III, our Chairman and Chief Executive Officer, and Lorenzo J. Fertitta, a member of our board of directors, and their spouses and lineal descendants and certain of our other current and former 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 with FI Station Investor, 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."

Industry and Market Data

        Although we are responsible for all disclosure contained in this prospectus, in some cases we have relied on certain market and industry data obtained from third-party sources that we believe to be reliable. Market estimates are calculated by using independent industry publications and government publications in conjunction with our assumptions about our markets. Unless otherwise noted, the independent third-party sources for the economic indicators cited herein are based on the citations set forth as footnotes to the tables appearing on pages 107 and 111 in the section of this prospectus entitled "Description of Our Business - Our Competitive Strengths." While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings "Cautionary Statement Concerning Forward-Looking Statements" and "Risk Factors" in this prospectus.

Presentation of Financial Information

        Red Rock 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").

ii

        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. 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 control six highly desirable gaming-entitled development sites consisting of approximately 310 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 metrics, for the most recent period available, indicate that an economic recovery is underway in the Las Vegas regional market:

•

Population growth was approximately two-and-a-half times the national average in 2014;

•

Las Vegas was among the leaders in the nation in year-over-year employment growth at 2.6%, compared to the national average of 1.9% based on preliminary data in November 2015 from the U.S. Bureau of Labor Statistics ("BLS");

•

Home value appreciation of 7.9%, compared to the national average of 5.6% during the twelve months ended September 30, 2015;

•

Las Vegas welcomed a record 42.2 million visitors for the twelve months ended November 30, 2015; and

•

Over $12 billion in new investments are either in the planning stages or actively under development in Las Vegas, based on public announcements.

        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;

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•

Nevada State Senate Bill 208 ("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.

        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

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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.

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 standard 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.

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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, we estimate that 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, 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 average weekly earnings growth are all critical drivers of both gaming and non-gaming revenues. Based on preliminary data from the BLS, employment and average weekly earnings in the Las Vegas area were 2.6% and 5.5% higher, respectively, in November 2015 compared to November 2014. As employment levels and average weekly earnings continue to improve, we expect continued growth in gaming revenues, which at $2.2 billion for the twelve months ended November 30, 2015 remained approximately 17% 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 home prices and gaming revenue 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-

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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-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.

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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 believe population, employment levels, average weekly earnings 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. Gun Lake Casino recently announced plans to expand its gaming, entertainment and dining offerings which are expected to open in the summer of 2017. 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 control six highly desirable gaming-entitled development sites consisting of approximately 310 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.

6

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, average weekly earnings 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 is the largest and most prominent gaming market in the United States with approximately 100,000 slot machines, 4,500 table games and $9 billion in gaming revenue as of and for the twelve months ended November 30, 2015 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 86.4% in November 2015. 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 42.2 million visitors for the twelve months ended November 30, 2015, up 16.1% 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 $2.2 billion for the twelve months ending November 30, 2015, which was approximately 5.6% 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 Average Weekly Earnings 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. Based on preliminary data for November 2015 from the BLS, Las Vegas experienced a 2.6% year-over-year increase in employment compared to the national average of 1.9%. Another important factor impacting the financial health of Las Vegas residents is average weekly earnings growth, which was 5.5% higher in November 2015 compared to November 2014 based on preliminary data from the BLS. 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.

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Increased Spending and Improving Home Values

        Businesses and consumers in Las Vegas continue to increase their spending as evidenced by 28 consecutive months of year-over-year increases in taxable retail sales from July 2013 to October 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 84% as of December 2015 compared to January 2012.

Significant Capital Investment and Development

        This recent momentum has spurred another wave of investment in a number of sectors within the Las Vegas economy. Based on public announcements, over $12 billion in new project and infrastructure investments 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 including the Faraday Future automotive production plant; 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.

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, Red Rock will be a holding company that has no assets other than its direct and indirect equity interest in Station Holdco and its voting interest in Station LLC. Red Rock 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, appoint Red Rock as its sole managing member. Red Rock, 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

8

with an equal number of shares of Class B Common Stock, for shares of Red Rock Class A Common Stock. Pursuant to such exchange agreement, the existing owners will exchange (x) one LLC Unit and one share of Class B Common Stock for (y) one share of Class A Common Stock, or, at our election, for cash, which we refer to as an exchange of LLC Units and shares of Class B Common Stock for shares of Class A Common Stock on a one-for-one basis. 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 agreement, such shares of Class B Common Stock will be cancelled.

        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. 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 for a purchase price of $460.0 million less the amount paid by the Company in satisfaction of indebtedness of Fertitta Entertainment on the closing date, which is expected to be approximately $55.0 million, and subject to reduction for the amount, if any, of Fertitta Entertainment's liabilities that are assumed by Station LLC. The purchase price for the Fertitta Entertainment Acquisition will be paid to entities that are affiliated with Frank J. Fertitta III and Lorenzo J. Fertitta, which are the owners of a majority of the outstanding membership interests of Fertitta Entertainment, and an entity that is owned by certain current and former employees of Fertitta Entertainment, which holds the remaining membership interests in Fertitta Entertainment. The terms of the Fertitta Entertainment Acquisition were negotiated by the members of Fertitta Entertainment, on the one hand, and on the other hand by both German American Capital Corporation ("GACC") (as the holder of certain approval rights under the existing equityholders agreement for Station Holdco and its subsidiaries) and 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). The special committee unanimously approved the terms of the Fertitta Entertainment Acquisition, and had the assistance and counsel of independent legal and financial advisors retained by such special committee in the negotiation and approval of such terms. At the closing of the Fertitta Entertainment Acquisition, Fertitta Entertainment is not expected to have material assets other than the management agreements for the Company's business and its workforce. In connection with the Fertitta Entertainment Acquisition, we expect to terminate the management agreements with Fertitta Entertainment by mutual agreement for no additional consideration and 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 but before expenses, 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

9

midpoint of the price range set forth on the cover page of this prospectus). We intend to use such net proceeds as follows:

•

$           million to acquire newly-issued LLC Units in Station Holdco. In turn, Station Holdco intends to:

•

Contribute $           million of the proceeds it receives from us to Station LLC 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. The purchase price for the Fertitta Entertainment Acquisition, including the offering proceeds that are contributed to Station LLC to fund a portion of the purchase price for the Fertitta Entertainment Acquisition, will be paid by Station LLC to entities that are affiliated with Frank J. Fertitta III and Lorenzo J. Fertitta, which are the owners of a majority of the outstanding membership interests of Fertitta Entertainment, and an entity that is owned by certain current and former employees of Fertitta Entertainment, which holds the remaining membership interests in Fertitta Entertainment.

•

Apply the balance of the proceeds it receives from us to pay expenses incurred in connection with the Offering and Reorganization Transactions.

•

$         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. See "Certain Relationships and Related Party Transactions—Purchase of LLC Units from Existing Owners."

•

$       million to pay withholding tax obligations with respect to certain members of the Merging Blockers (as defined below).

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

10

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. We expect that the only existing owners that will satisfy the foregoing criteria will be Fertitta Family Entities. Consequently, such entities will be the only holders of Class B Common Stock entitled to ten votes per share of Class B Common Stock immediately following this Offering. See "Principal and Selling Stockholders." 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 Red Rock 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                shares of Class A Common Stock of Red Rock 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). In connection with the Blocker Mergers, the Company will (i) withhold              shares of Class A Common Stock that would otherwise be issued to certain of the members of the Merging Blockers, (ii) sell such shares in this Offering, and (iii) use the net proceeds from the sale of such shares to pay withholding tax obligations with respect to such members. The number of shares of Class A Common Stock issued in the Blocker Mergers and withholding with respect thereto 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              LLC Units will be issuable upon exercise of the Warrants.

(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 Red Rock Resorts, Inc. 2016 Equity Incentive Plan in substitution for such profit units. As of December 31, 2015, an aggregate of 10,039,007 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).

(4)

A portion of these LLC Units will be held by subsidiaries of Red Rock. Assumes no exercise of the underwriters' option to purchase additional shares. If the underwriters exercise their option to

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purchase additional shares in full, (i) the shares of Class A Common Stock held by public shareholders will constitute      % of the voting power in Red Rock, (ii) holders of Class B Common Stock will have      % of the voting power of Red Rock, (iii) the LLC Units held by the existing owners will constitute      % of the outstanding LLC Units in Station Holdco, and (iv) Red Rock 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 23 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	Red Rock Resorts, Inc.
Class A Common Stock Offered by Us	shares.
Class A Common Stock offered by Selling Stockholders	shares.
Underwriters' Option to Purchase Additional Shares	We and the selling stockholders have granted the underwriters a 30-day option to purchase up to                and                additional shares, respectively, 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. Because shares of Class A Common Stock are entitled to one vote, whenever a holder of Class B Common Stock that is entitled to ten votes per share effects an exchange of LLC Units, together with an equivalent number of shares of Class B Common Stock, for shares of Class A Common Stock, such holder's aggregate voting power with respect to Red Rock will be commensurately reduced.

14

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. Because shares of Class A Common Stock are entitled to one vote, whenever a holder of Class B Common Stock that is entitled to ten votes per share effects an exchange of LLC Units, together with an equivalent number of shares of Class B Common Stock, for shares of Class A Common Stock, such holder's aggregate voting power with respect to Red Rock will be commensurately reduced.

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.

15

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 but before expenses, 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 to acquire newly-issued LLC Units in Station Holdco. In turn, Station Holdco intends to:
	• Contribute $                 million of the proceeds it receives from us to Station LLC 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. The purchase price for the Fertitta Entertainment Acquisition, including the offering proceeds that are contributed to Station LLC to fund a portion of the purchase price for the Fertitta Entertainment Acquisition, will be paid by Station LLC to entities that are affiliated with Frank J. Fertitta III and Lorenzo J. Fertitta, which are the owners of a majority of the outstanding membership interests of Fertitta Entertainment, and an entity that is owned by certain current and former employees of Fertitta Entertainment, which holds the remaining membership interests in Fertitta Entertainment.
	• Apply the balance of the proceeds it receives from us to pay expenses incurred in connection with the Offering and Reorganization Transactions.
	• $                 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.
	• $                 million to pay withholding tax obligations with respect to certain members of the Merging Blockers.
	We will not receive any proceeds from the sale of shares of Class A Common Stock by the selling stockholders.

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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. We expect that the only existing owners that will satisfy the foregoing criteria will be Fertitta Family Entities. Consequently, such entities will be the only holders of Class B Common Stock entitled to ten votes per share of Class B Common Stock immediately following this Offering. See "Principal and Selling Stockholders." 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      .

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	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.
	Red Rock is a holding company and has no material assets other than its direct and indirect equity interest in Station Holdco and its voting interest in Station LLC. 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 Red Rock, the other holders of LLC Units will be entitled to receive proportionate distributions based on their percentage ownership of Station Holdco.
Ticker Symbol	"RRR"
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 GACC, which is a significant stockholder and one of our existing owners 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 2016 Equity Incentive Plan to certain of our employees and directors in connection with the Offering. See "Executive Compensation—2016 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;

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•

assumes                restricted shares of Class A Common Stock are issued to holders of profit units issued by Station Holdco;

•

assumes the grant of                restricted shares of Class A Common Stock to employees and non-employee directors in connection with this Offering;

•

assumes                LLC Units are issued to holders of the Warrants; 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 Red Rock'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 Red Rock 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 Red Rock 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

20

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
			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	)
Income (loss) from continuing operations before income taxes				94,860			93,334			131,135			(79,089	)		32,512
Income tax (expense) benefit				—			—			—			—			—
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 Red Rock	$	$	$	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

21

	Pro Forma	Historical
	As of September 30,	As of September 30,		As of December 31,
	2015	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. In accordance with the accounting guidance for pro forma financial statements, discontinued operations are not included in the pro forma financial information for the nine months ended September 30, 2015 and the year ended December 31, 2014.

(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
			2015			2014			2014			2013			2012
	(unaudited)		(unaudited)
	(dollars in thousands, except share amounts)
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
Income tax expense				—			—			—			—			—
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

23

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.

24

         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. In addition, one of our managed properties is subject to collective bargaining agreements. Accordingly, there can be no assurance that our owned casino properties or existing or future managed 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.

25

        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 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

26

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 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. The Nevada Commission has approved this Offering and we have applied 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

27

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 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

28

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.

        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

         Red Rock's only asset after the completion of this Offering will be its interest in Station Holdco and Station LLC. 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, Red Rock will be a holding company and will have no assets other than its ownership of LLC Units and its voting interest in Station LLC. Red Rock will have no independent means of generating revenue. Red Rock 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 Red Rock 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 Red Rock'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 Red Rock 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

36

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 Red Rock (assuming no exercise of the

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 the Fertitta Family Entities may differ from our interests or those of our other stockholders and the concentration of control in the Fertitta Family Entities will limit other stockholders' ability to influence corporate matters. The concentration of ownership and voting power of the Fertitta Family Entities 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 the Fertitta Family Entities, 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 Fertitta Family Entities, 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 Red Rock, 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 Red Rock, 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 Red Rock 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 Red Rock 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 Red Rock (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 NASDAQ, we will be a "controlled company" within the meaning of the rules of NASDAQ 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, the Fertitta Family Entities 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 NASDAQ. 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 Red Rock to our existing owners of 85% of the amount of benefits, if any, that Red Rock 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 Red Rock 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 Red Rock 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 Red Rock by Station Holdco are not sufficient to permit Red Rock 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 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 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 Red Rock 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, Red Rock 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, Red Rock 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, Red Rock will not retain any of these net proceeds.

        Red Rock intends to use a portion of the net proceeds from this Offering to acquire newly-issued LLC Units from Station Holdco. Station Holdco will contribute $         million of such proceeds to Station LLC 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 purchase price for the Fertitta Entertainment Acquisition, including the offering proceeds that are contributed to Station LLC to fund a portion of the purchase price for the Fertitta Entertainment Acquisition, will be paid by Station LLC to entities that are affiliated with Frank J. Fertitta III and Lorenzo J. Fertitta, which are the owners of a majority of the outstanding membership interests of Fertitta Entertainment, and an entity that is owned by certain current and former employees of Fertitta Entertainment, which holds the remaining membership interests in Fertitta Entertainment. At the closing of the Fertitta Entertainment Acquisition, Fertitta Entertainment is not expected to have material assets other than the management agreements for the Company's business and its workforce. In connection with the Fertitta Entertainment Acquisition, we expect to terminate the management agreements with Fertitta Entertainment by mutual agreement for no additional consideration and 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. 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

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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 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 2016 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

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grant to certain of our directors, officers and employees 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). See "Executive Compensation—2016 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, or         % of Red Rock 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 of 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 Red Rock to pay dividends to its stockholders. In addition, Red Rock 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."

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         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 the Fertitta Family Entities 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 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.

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        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 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 Red Rock's voting power must report the acquisition to the Nevada Commission. Nevada gaming regulations also require that beneficial owners of more than 10% of Red Rock'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 Red Rock's voting power may apply to the Nevada Commission for a waiver of such finding of suitability if such institutional investor holds Red Rock's voting securities for investment purposes only.

        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 Red Rock. 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

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laws and regulations may discourage ownership of our Class A Common Stock or otherwise impact the price of our Class A Common Stock.

        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

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implemented by the SEC and NASDAQ. 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 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:

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our reliance on the Las Vegas market;

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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;

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the effects of intense competition that exists in the gaming industry;

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the risk that new gaming licenses or gaming activities, such as internet gaming, are approved and result in additional competition;

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our substantial outstanding indebtedness and the effect of our significant debt service requirements on our operations and ability to compete;

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the risk that we will not be able to finance our development and investment projects or refinance our outstanding indebtedness;

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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;

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risks associated with changes to applicable gaming and tax laws that could have a material adverse effect on our financial condition;

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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 actions will be taken in connection with the closing of this Offering:

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We will amend and restate the certificate of incorporation of Red Rock to, among other things, provide for Class A Common Stock and Class B Common Stock. See "Description of Capital Stock."

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We will issue shares of our Class B Common Stock to our existing owners for nominal consideration. Our existing owners will be issued one share of Class B Common Stock for each LLC Unit they own.

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We will consummate the Blocker Mergers and issue shares of Class A Common Stock to the members of the Merging Blockers in proportion to the LLC Units owned by the Merging Blockers, including the LLC Units issuable upon a cashless exercise of the warrants owned by the Merging Blockers. See "Certain Relationships and Related Party Transactions—Blocker Mergers."

•

The holders of profit units issued by Station Holdco, all of whom are current or former employees of Station LLC, will be issued an aggregate of                restricted shares of Class A Common Stock pursuant to the terms our new Red Rock Resorts, Inc. 2016 Equity Incentive Plan in substitution for such 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).

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We will amend and restate the limited liability company agreement of Station Holdco to, among other things, appoint Red Rock as the sole managing member of Station Holdco. See "Certain Relationships and Related Party Transactions—Limited Liability Company Agreement of Station Holdco."

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We will enter into an exchange agreement with our existing owners pursuant to which the existing owners 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 Relationships and Related Party Transactions—Exchange Agreement."

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We will enter into a tax receivable agreement with our existing owners that will provide for the payment by Red Rock of 85% of the amount of benefits, if any, that Red Rock 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 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 "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

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The holders of the outstanding Warrants to purchase LLC Units are expected to exercise their Warrants on a cashless basis.

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We will issue                    shares of our Class A Common Stock to the purchasers in this Offering (or                    shares if the underwriters exercise their option to purchase additional shares in full) in exchange for net proceeds of approximately $           million (or approximately $           million if the underwriters exercise their option to purchase additional shares in full);

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We will use approximately $         million of the net proceeds of this Offering to purchase                LLC Units (or                LLC Units for an aggregate of $           million if the

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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. See "Certain Relationships and Related Party Transactions—Purchase of LLC Units from Existing Owners."

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We will use approximately $           million of the net proceeds of this Offering to acquire                    newly-issued LLC Units in Station Holdco.

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The selling stockholders will sell            shares of Class A Common Stock to the purchasers in this Offering (or             shares if the underwriters exercise their option to purchase additional shares in full). We will not receive any proceeds from the sale of shares of Class A Common Stock by the selling stockholders.

•

Station Holdco will contribute $           million of the proceeds it receives from Red Rock to Station LLC to pay a portion of the purchase price for the Fertitta Entertainment Acquisition and will apply the balance of the proceeds it receives from us to pay expenses incurred in connection with the Offering and Reorganization Transactions. The balance of the Fertitta Entertainment Acquisition will be funded by debt incurred by Station LLC. The purchase price for the Fertitta Entertainment Acquisition, including the offering proceeds that are contributed to Station LLC to fund a portion of the purchase price for the Fertitta Entertainment Acquisition, will be paid by Station LLC to entities that are affiliated with Frank J. Fertitta III and Lorenzo J. Fertitta, which are the owners of a majority of the outstanding membership interests of Fertitta Entertainment, and an entity that is owned by certain current and former employees of Fertitta Entertainment, which holds the remaining membership interests in Fertitta Entertainment. At the closing of the Fertitta Entertainment Acquisition, Fertitta Entertainment is not expected to have material assets other than the management agreements for the Company's business and its workforce. In connection with the Fertitta Entertainment Acquisition, we expect to terminate the management agreements with Fertitta Entertainment by mutual agreement for no additional consideration and 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.

•

We will use approximately $       million of the net proceeds of this Offering to pay withholding tax obligations with respect to certain members of the Merging Blockers.

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        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 assuming that all of the LLC Units were exchanged for Class A Common Stock) will be entitled to

51

ten votes and each other outstanding share of Class B Common Stock will be entitled to one vote. We expect that the only existing owners that will satisfy the foregoing criteria will be Fertitta Family Entities. Consequently, such entities will be the only holders of Class B Common Stock entitled to ten votes per share of Class B Common Stock immediately following this Offering. See "Principal and Selling Stockholders." 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 Red Rock 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                shares of Class A Common Stock of Red Rock 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). In connection with the Blocker Mergers, the Company will (i) withhold              shares of Class A Common Stock that would otherwise be issued to certain of the members of the Merging Blockers, (ii) sell such shares in this Offering, and (iii) use the net proceeds from the sale of such shares to pay withholding tax obligations with respect to such members. The number of shares of Class A Common Stock issued in the Blocker Mergers and withholding with respect thereto 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              LLC Units will be issuable upon exercise of the Warrants.

(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 Red Rock Resorts, Inc. 2016 Equity Incentive Plan in substitution for such profit units. As of December 31, 2015, an aggregate of 10,039,007 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).

(4)

A portion of these LLC Units will be held by subsidiaries of Red Rock. 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 Red Rock, (ii) holders of Class B Common Stock will have        % of the voting power of Red Rock, (iii) the LLC Units held by the existing owners will constitute        % of the outstanding LLC Units in Station Holdco, and (iv) Red Rock will own        % of the outstanding LLC Units in Station Holdco.

        Following the consummation of the Offering and Reorganization Transactions, Red Rock will be a holding company and its sole assets will be its direct and indirect equity interest in Station Holdco and its voting interest in Station LLC. Red Rock will operate and control all of the business and affairs of Station Holdco and its subsidiaries. Accordingly, although Red Rock will own a minority economic interest in Station Holdco following the consummation of the Offering, Red Rock will have 100% of

52

the voting power and will control management of Station Holdco, subject to certain exceptions, and will have 100% of the voting power of Station LLC. The combined financial results of Station Holdco and its consolidated subsidiaries (including Fertitta Entertainment) will be consolidated in our financial statements.

        Red Rock was incorporated as a Delaware corporation on September 9, 2015 as "Station Casinos Corp." and changed its name to "Red Rock Resorts, Inc." on January 5, 2016. Red Rock has not engaged in any business or other activities except in connection with its formation. Immediately prior to the completion of this Offering, Red Rock 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." We expect that the only existing owners that will satisfy the foregoing criteria will be Fertitta Family Entities. Consequently, such entities will be the only holders of Class B Common Stock entitled to ten votes per share of Class B Common Stock immediately following this Offering. See "Principal and Selling Stockholders." Red Rock's Class A Common Stock will be issued to investors in this Offering.

        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 transfer the voting interest of Station LLC to Red Rock. No consideration will be payable to the members of Station Voteco in connection with such transfer. Upon consummation of such transfer, Station Voteco will be dissolved.

        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 additional shares in full) and Red Rock 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), 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;

•

members of the Merging Blockers will hold                shares of Class A Common Stock issuable in the Blocker Mergers;

•

Holders of profit units issued by Station Holdco will be issued                shares of Class A Common Stock in substitution of such profit units;

•

the investors in this Offering will collectively have        % of the voting power in Red Rock (or        % if the underwriters exercise their option to purchase additional shares in full); and

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•

Station Holdco's existing owners, through their holdings of our Class B Common Stock, will have        % of the voting power in Red Rock (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, Red Rock'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 Red Rock 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 Red Rock to those owners of 85% of the amount of the benefits, if any, that Red Rock 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 Red Rock 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 Red Rock from existing owners of Station Holdco will be amortizable for tax purposes. Red Rock and its stockholders will retain the remaining 15% of the tax benefits that Red Rock is deemed to realize. See "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

        All existing owners of Station Holdco other than Red Rock 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 Red Rock, 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. We expect that the only existing owners that will satisfy the foregoing criteria will be Fertitta Family Entities. Consequently, such entities will be the only holders of Class B Common Stock entitled to ten votes per share of Class B Common Stock immediately following this Offering. See "Principal and Selling Stockholders." 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 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 owners 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.

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        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 and shares of Class A Common Stock issued pursuant to the Blocker Mergers 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 Red Rock, 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 Red Rock, pro rata in accordance with the percentages of their respective LLC Units.

        Red Rock 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 Red Rock. Red Rock 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 but before expenses, 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 to acquire newly-issued LLC Units in Station Holdco. In turn, Station Holdco intends to:

•

Contribute $           million 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. The purchase price for the Fertitta Entertainment Acquisition, including the offering proceeds that are contributed to Station LLC to fund a portion of the purchase price for the Fertitta Entertainment Acquisition, will be paid by Station LLC to entities that are affiliated with Frank J. Fertitta III and Lorenzo J. Fertitta, which are the owners of a majority of the outstanding membership interests of Fertitta Entertainment, and an entity that is owned by certain current and former employees of Fertitta Entertainment, which holds the remaining membership interests in Fertitta Entertainment. See "Capitalization" for additional details regarding the terms of the debt financing for the balance of the purchase price for the Fertitta Entertainment Acquisition.

•

Apply the balance of the proceeds it receives from us to pay expenses incurred in connection with this Offering.

•

$           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.

•

$         million to pay withholding tax obligations with respect to certain members of the Merging Blockers.

        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.

        The purchase price for the Fertitta Entertainment Acquisition will be paid to Fertitta Business Management LLC, a Nevada limited liability company, LNA Investments, LLC, a Nevada limited

56

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 current and former employees of Fertitta Entertainment. See "Certain Relationships and Related Party Transactions—Acquisition of Fertitta Entertainment." The terms of the Fertitta Entertainment Acquisition were negotiated by the members of Fertitta Entertainment, on the one hand, and on the other hand by both GACC (as the holder of certain approval rights under the existing equityholders agreement for Station Holdco and its subsidiaries) and 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). The special committee unanimously approved the terms of the Fertitta Entertainment Acquisition, and had the assistance and counsel of independent legal and financial advisors retained by such special committee in the negotiation and approval of such terms.

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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 201  . 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.

        Red Rock is a holding company and has no material assets other than its direct and indirect equity interest in LLC Units in Station Holdco and its voting interest of Station LLC. 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 Red Rock, 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 Red Rock. 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 Red Rock 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. Station Holdco distributed $188.4 million to its existing owners in the nine months ended September 30, 2015.

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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

•

Red Rock 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		Red Rock Pro Forma(1)
	(amounts in thousands) (unaudited)
Cash and cash equivalents	$	102,648	$
Current portion of long term debt(3)	$	114,770	$
Debt:
7.50% Senior Notes due 2021(2)	$	500,000	$
Term Loan(3)		1,411,926
Restructured Land Loan(2)		114,117
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, 500,000,000 shares authorized and                    shares issued and outstanding on a pro forma basis		—
Class B Common Stock, $0.01 par value per share, 100,000,000 shares authorized and                    shares issued and outstanding on a pro forma basis		—
Additional paid-in capital and accumulated other comprehensive loss		—
Total members' equity/total stockholders' equity attributable to us		524,735
Noncontrolling interest		22,465
Total members'/stockholders' equity(4)		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' equity

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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 $         million of indebtedness under our revolving credit facility to finance a portion of the purchase price for the Fertitta Entertainment Acquisition, which is included in current portion of long term debt.

(4)

Pro forma stockholders' equity reflects a net decrease of $         million comprising an increase of $           million as a result of the issuance of our Class A Common Stock, offset by a reduction of $           million related to the Fertitta Entertainment Acquisition and $         million related to our purchase of LLC units from our existing owners. The cash payments for the Fertitta Entertainment Acquisition and the purchase of LLC units from our existing owners are accounted for as equity distributions to our existing owners because Station Holdco and Fertitta Entertainment are entities under common control.

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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 Red Rock as of September 30, 2015 would have been $             million 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 Red Rock) 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, Red Rock's as adjusted pro forma net tangible book value as of September 30, 2015 would have been $             million or $            per share of Class A Common Stock assuming that all of the holders of LLC Units (other than Red Rock) 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(2)
Decrease in pro forma net tangible book value per share of Class A Common Stock resulting from Fertitta Entertainment Acquisition(2)
As adjusted pro forma net tangible book value per share of Class A Common Stock after Offering and Fertitta Entertainment Acquisition(3)
Dilution per share of Class A Common Stock to new investors	$

(1)

Reflects            outstanding shares of Class A Common Stock, consisting of (i)             outstanding shares of Class A Class A Common Stock issued in connection with the Blocker Mergers, (ii)             outstanding shares of Class A Common Stock issued in substitution for profit units issued by Station Holdco to current or former employees of the Company and (iii)             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.

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(2)

Pro forma stockholders' equity reflects a partial increase of $             million as a result of the issuance of our Class A Common Stock, offset by a reduction of $             million related to our purchase of LLC units from our existing owners. Pro forma stockholders' equity also reflects a reduction of $             million related to the Fertitta Entertainment Acquisition. The cash payments for the purchase of LLC units from our existing owners and the Fertitta Entertainment Acquisition are accounted for as equity distributions to our existing owners because Station Holdco and Fertitta Entertainment are entities under common control.

(3)

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 and             shares of Class A Common Stock withheld and sold in this Offering to pay withholding tax obligations with respect to certain members of the Merging Blockers. Does not reflect the grant of          restricted shares of Class A Common Stock to employees and non-employee directors in connection with this Offering.

        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 Red Rock (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 Red Rock) 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 $             million 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 Red Rock, 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 Red Rock) 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
									Average Price Per Share of Class A Common Stock
	Number	Percent		Amount		Percent
Existing owners			%	$	—		—	%	$	—
New investors				$					$
Total				$					$

62

        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 $             million, 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.

63

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

        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. The combined financial statements of Station Holdco comprise the financial statements of Station Holdco, Station Voteco, Station LLC and Fertitta Entertainment and each of their respective consolidated subsidiaries. These entities are under the common control of brothers Frank J. Fertitta III and Lorenzo J. Fertitta, who collectively hold more than 50% of the voting and economic interest of Station Holdco, Station Voteco, Station LLC, and Fertitta Entertainment.

        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 (the "Fertitta Entertainment Acquisition"). 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;

64

•

the issuance of            shares of Class A Common Stock of Red Rock in connection with this Offering;

•

the issuance of            shares of Class A Common Stock of Red Rock in connection with the Blocker Mergers;

•

the issuance of            LLC Units upon an assumed cashless exercise of Warrants;

•

the issuance of an aggregate of            restricted shares of Class A Common Stock pursuant to the terms of our new Red Rock Resorts, Inc. 2016 Equity Incentive Plan in substitution for an aggregate of 10,039,007 profit units of Station LLC as of December 31, 2015 held by individuals who are our employees or former employees;

•

the incurrence of $             million 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 net 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 Red Rock of LLC Units from certain of our existing owners;

•

the execution of a tax receivable agreement by and between Red Rock and Station Holdco and the recognition of a related payable under such agreement arising as a result of the purchase by Red Rock of LLC Units from certain of our existing owners;

•

the recognition of deferred tax assets related to the increase in the tax basis of the LLC Units in Station Holdco purchased from certain of our existing owners as compared to their GAAP carrying value and deferred tax liabilities related to the book basis of the LLC Units held by the Blocker Merger entities, exceeding the tax basis of the LLC units, based on an effective income tax rate of 35%;

•

the consolidation of Station Holdco and its consolidated subsidiaries into Red Rock's financial statements in accordance with Accounting Standards Codification ("ASC") 810, pursuant to which Red Rock will record a noncontrolling interest in Station Holdco;

•

with regard to the unaudited pro forma condensed combined statements of operations, a provision for corporate income taxes on the income attributable to Red Rock at an effective rate of 35%, which includes a provision for U.S. Federal income taxes. The operations of the Company are primarily conducted in the state of Nevada, which does not have a corporate level income tax. The Company has operations in Michigan and California which are insignificant;

•

compensation expense associated with the grant of stock options and            restricted shares of Class A Common Stock to employees and non-employee directors in connection with our new Red Rock Resorts, Inc. 2016 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.

65

RED ROCK RESORTS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF SEPTEMBER 30, 2015

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

	Station Holdco			Pro Forma Adjustments Attributable to the Offering and Reorganization Transactions (excluding the Fertitta Entertainment Acquisition)		As Adjusted Before the Fertitta Entertainment Acquisition	Pro Forma Adjustments Attributable to the Fertitta Entertainment Acquisition			Red Rock Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	102,648		$	2(a)	$	$		2(g)	$
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
Total current assets		193,817
Property and equipment, net		2,145,485							2(h)
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
Deferred tax asset		—			2(b)
Related party note receivable		17,382							2(h)
Other assets, net		45,936			2(c)				2(h)
Total assets	$	2,952,819		$		$	$			$
LIABILITIES AND MEMBERS'/STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	21,734		$		$	$	—		$
Accrued interest payable		3,988							2(h)
Other accrued liabilities		146,185			2(c)
Current portion of long-term debt		114,770							2(h)
Current liabilities of discontinued operations		106
Total current liabilities		286,783
Long-term debt, less current portion		2,086,359							2(h)
Deficit investment in joint venture		2,312
Interest rate swap and other long-term liabilities, net		30,165
Payable to related parties pursuant to tax receivable agreement		—			2(b)
Total liabilities		2,405,619
Commitments and contingencies
Members'/stockholders' equity:
Members'/stockholders' equity, issued and outstanding
Class A Common Stock, par value $0.01 per share, 500,000,000 shares authorized;                shares issued and outstanding on a pro forma basis					2(d)
Class B Common Stock, par value $0.00001 per share, 100,000,000 shares authorized;                shares issued and outstanding on a pro forma basis					2(d)
Combined members' equity		531,428			2(d)
Additional paid-in capital		—			2(e)				2(i)
Accumulated other comprehensive loss		(6,693	)
Total members'/stockholders' equity attributable to Red Rock		524,735
Noncontrolling interest		22,465			2(f)
Total members'/stockholders' equity		547,200
Total liabilities and members'/stockholders' equity	$	2,952,819		$		$	$			$

66

RED ROCK RESORTS, INC.

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 Offering and Reorganization Transactions (excluding the Fertitta Entertainment Acquisition)		As Adjusted Before the Fertitta Entertainment Acquisition	Pro Forma Adjustments Attributable to the Fertitta Entertainment Acquisition		Red Rock 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(a)
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(c)
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(e)
Net income from continuing operations		131,135
Net income from continuing operations attributable to noncontrolling interest		6,734			3(f)
Net income from continuing operations attributable to Red Rock	$	124,401		$		$	$		$
Supplemental pro forma net income per share data 3(g)
Basic weighted average number of Class A Common shares outstanding
Basic net income from continuing operations 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 from continuing operations									$

67

RED ROCK RESORTS, INC.

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 Offering and Reorganization Transactions (excluding the Fertitta Entertainment Acquisition)		As Adjusted Before the Fertitta Entertainment Acquisition	Pro Forma Adjustments Attributable to the Fertitta Entertainment Acquisition		Red Rock 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(a)
Preopening		1,121
Depreciation and amortization		103,896
Asset impairment		2,101
Write-downs and other charges, net		7,446			3(b)
		801,270
Operating income		202,914
Earnings from joint ventures		1,070
Operating income and earnings from joint ventures		203,984
Other expense:
Interest expense, net		(109,030	)		3(c)			3(c)
Loss on extinguishment of debt		(90	)					3(d)
Change in fair value of derivative instruments		(4	)
Income before income tax expense		94,860
Income tax expense		—			3(e)
Net income from continuing operations		94,860
Net income from continuing operations attributable to noncontrolling interest		5,803			3(f)
Net income from continuing operations attributable to Red Rock	$	89,057		$		$	$		$
Supplemental pro forma net income per share data 3(g)
Basic weighted average number of Class A Common shares outstanding
Basic net income from continuing operations per share applicable to Class A Common Stock									$
Diluted weighted average number of Class A Common shares outstanding
Diluted net income from continuing operations per share applicable to Class A Common Stock									$

68

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, Station Holdco represented all of our operations and held all of our assets and liabilities. Red Rock was incorporated September 9, 2015 and has not conducted any operations since its inception. Red Rock 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," Red Rock 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 net effect on cash and cash equivalents of the receipt of gross proceeds of $         million from the Offering, based on an assumed sale of                shares of Class A Common Stock at an assumed initial public offering price of $        per share, which is the midpoint of the price range listed on the cover page of this prospectus, a portion of which will be used to purchase newly-issued LLC Units in Station Holdco. Red Rock intends to use the remaining net proceeds to purchase LLC Units from certain of Station Holdco's existing owners. A $1.00 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 $         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 offering expenses. See "Use of Proceeds."

69

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

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

Cash adjustments are as follows (in thousands):

Gross proceeds from this Offering of $         million, net of underwriting discounts and commissions of $         million	$
less:
Purchase of LLC Units from existing owners at $          per unit
Portion of Class A Common Stock issued in connection with the Blocker Mergers withheld to satisfy income tax withholding with respect to certain members of the Merging Blockers
Professional fees and expenses related to this Offering
	$

(b)

Pro forma adjustments reflect the effects of the tax receivable agreement on our combined balance sheet as a result of Red Rock's purchase of LLC Units from certain existing owners. Pursuant to the tax receivable agreement, Red Rock 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 Red Rock actually realizes, or in some circumstances is deemed to realize, as a result of certain future tax benefits to which Red Rock 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 Red Rock. Red Rock expects to benefit from the remaining 15% of the tax benefits, if any, that it may actually realize.

As a result, as of the date of Red Rock'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 decrease in stockholders' equity. 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 a net increase of $         million in deferred tax assets for estimated income tax effects of the increase in the tax basis of the purchased LLC Units, and a decrease in deferred tax assets resulting from the book basis of the LLC Units held by the Blocker Merger entities exceeding the tax basis of the LLC Units, based on an effective income tax rate of 35%. The operations of the Company are primarily conducted in the state of Nevada, which does not have a corporate level income tax. The Company has minimal operations in Michigan and California which result in nominal state and local income taxes;

•

we will record a $         million liability due to existing owners under the tax receivable agreement, 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; and

70

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

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

•

we will record a net decrease to additional paid-in capital of $         million, relating to (x) the Blocker Mergers, (y) increase in the tax basis of certain LLC Units, and (z) 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 (e)).

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 (together with shares of Class B Common Stock) for shares of Class A Common Stock or cash, at our election. Any exchanges of LLC Units (together with shares of Class B Common Stock) 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.

(c)

Expenses related to this Offering and the Fertitta Entertainment Acquisition are estimated to be approximately $         million. Of this amount approximately $     million is expected to be paid from the proceeds received by Red Rock in this Offering (see note (a) above). For the nine months ended September 30, 2015, we expensed $     million of costs related to these transactions, of which $     million is recorded in accrued liabilities and will be paid after September 30, 2015. Included in other assets are deferred offering expenses of $     million, of which $     million is recorded in accrued liabilities at September 30, 2015. An aggregate of $     million of such expenses will be offset against equity (see note (e)) and the remainder will be expensed.



(d)

Reflects the Offering and Reorganization Transactions, as described under "The Reorganization of Our Corporate Structure," including (i) the elimination of existing members' equity of $         million in consolidation of Station Holdco into the financial statements of Red Rock, (ii) the issuance of shares of Class B Common Stock to Station Holdco's 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, and (v) the issuance of restricted shares of Class A Common Stock to certain employees or former employees in substitution of profit units held by those individuals in Station Holdco.

71

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

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

(e)

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

Net proceeds received by Red Rock from this offering	$
Offering expenses, excluding $         million recorded in accrued liabilities representing unpaid expenses recognized for the nine months ended September 30, 2015
Par value of Class A Common Stock issued
Purchase of LLC Units from existing owners
Portion of Class A Common Stock issued in connection with the Blocker Mergers withheld to satisfy income tax withholding with respect to certain members of the Merging Blockers
Acquisition of noncontrolling interest of Station Holdco (see note (f))
Decrease to additional paid-in capital as described in note (b)
	$

(f)

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 voting interest in Station LLC and our only business will be to act as the sole managing member of Station Holdco. Therefore, pursuant to ASC 810 Consolidations, 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 noncontrolling interest in our financial statements after this Offering. Immediately following this Offering, the noncontrolling interest will represent        % of the outstanding LLC Units calculated as follows:

Total pro forma Red Rock stockholders' equity	$
Net liabilities attributable to Red Rock controlling interest
less:
Historical noncontrolling interest of Station Holdco
Pro forma equity of Station Holdco
Pro forma equity attributable to        % noncontrolling interest of Red Rock	$

(g)

In connection with the Fertitta Entertainment Acquisition, the following pro forma adjustments were recorded to cash and cash equivalents to reflect borrowings under

72

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

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

Station LLC's revolving credit facility, the use of the remaining proceeds of this Offering (see "Use of Proceeds") and use of the proceeds from the borrowings as follows:

Borrowings under Station LLC's revolving credit facility	$
Repayment of principal balance outstanding under the Fertitta Entertainment credit facility
Payment of Fertitta Entertainment purchase price, as adjusted for repayment of the Fertitta Entertainment credit facility
	$

(h)

We 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, Business Combinations. On April 30, 2012, Station Holdco and Fertitta Entertainment and their respective consolidated subsidiaries came 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 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 and liabilities 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. In addition, the pro forma adjustment to current portion of long-term debt reflects $         million in borrowings under the Red Rock revolving credit facility, the proceeds of which will be used for the Fertitta Entertainment Acquisition.



(i)

Reflects a $         million distribution to the equity holders of Fertitta Entertainment in consideration paid in respect of the $460 million purchase price for the Fertitta Entertainment Acquisition, less $         million which will be repaid to the lenders under the Fertitta Entertainment credit facility and the impact of $         million in assets, net of liabilities, excluded from the Fertitta Entertainment Acquisition (see note (h)).

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)

Reflects compensation expense associated with the grant of stock options and                restricted shares of Class A Common Stock to employees and non-employee directors in connection with our new Red Rock Resorts, Inc. 2016 Equity Incentive Plan in connection with this Offering.

In connection with this 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

73

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

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

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.

(b)

Reflects a pro forma adjustment for offering expenses that were expensed for the nine months ended September 30, 2015. No offering expenses were incurred for the year ended December 31, 2014.



(c)

In connection with the repayment of indebtedness outstanding under the Fertitta Entertainment credit facility, the transfer of the related party note receivable of Fertitta Entertainment prior to the consummation of the Fertitta Entertainment Acquisition, and the incurrence of additional debt to pay a portion of the 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
Addition of interest expense associated with borrowings under Station LLC's revolving credit facility.	$	$
Elimination of historical interest expense related to the Fertitta Entertainment credit agreement.	$	$
Elimination of historical interest income related to Fertitta Entertainment related party note receivable
	$	$

A hypothetical 0.125% increase or decrease in the expected weighted average interest rate would increase or decrease interest expense associated with borrowings under Station LLC's revolving credit facility by approximately $                for the year ended December 31, 2014 and $                for the nine months ended September 30, 2015.

(d)

Reflects a pro forma adjustment for the loss on extinguishment of debt recorded related to the March 26, 2015 amendment to the Fertitta Entertainment credit agreement. No loss on extinguishment of debt related to the Fertitta Entertainment credit agreement was incurred for the year ended December 31, 2014.



(e)

Following the Offering and Reorganization Transactions, we will be subject to U.S. federal income taxes and state and local taxes with respect to our allocable share of any net taxable income of Station Holdco. As a result, the pro forma statement of operations reflects an adjustment to provide for corporate income taxes at our estimated effective rate of 35% for U.S. federal income taxes. The operations of the Company are primarily conducted in the state of Nevada, which does not have a corporate level income tax. The Company has minimal operations in Michigan and California which will result in nominal state and local income taxes.

74

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	35	%
State and local rate	—	%
Rate benefit from flow-through entity		%
Pro forma effective tax rate		%

Our effective tax rate includes a rate benefit attributable to the fact that, after this transaction, approximately        % of Red Rock'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 noncontrolling interests.

(f)

After the Offering and Reorganization Transactions, as described in "The Reorganization of Our Corporate Structure," Red Rock 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 noncontrolling interest, representing the ownership interests of the members of Station Holdco other than Red Rock, will be        %. Net income attributable to the noncontrolling interest holders of Red Rock represents        % of income before provision for income taxes, as well as net income attributable to noncontrolling interest holders of Station LLC.



(g)

Basic and diluted pro forma income per share from continuing operations does not consider Class B Common Stock as these shares do not participate in earnings of Red Rock. 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 from continuing operations. Diluted pro forma income per share from continuing operations 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.

75

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,
																			Period From January 1, 2011 Through June 16, 2011						Year Ended December 31, 2010
	2015			2014			2014			2013			2012(h)
	(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	)

77

	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,
																			Period From January 1, 2011 Through June 16, 2011						Year Ended December 31, 2010
	2015			2014			2014			2013			2012(h)
	(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 approximately 2.5 times the national average. Based on preliminary November 2015 data from the BLS, Las Vegas experienced year-over-year employment growth of 2.6% compared to the national average of 1.9%. Home values in Las Vegas also appreciated 7.9% during the twelve months ended September 30, 2015 and businesses and consumers in Las Vegas continue to increase their spending as evidenced by 28 consecutive months of year-over-year increases in taxable retail sales from July 2013 to October 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

        Red Rock was formed for the purpose of this Offering and has engaged to date only in activities in contemplation of this Offering. Red Rock will be a holding company that has no material assets other than its direct and indirect equity interest in Station Holdco and its voting interest in Station LLC. 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 Red Rock.

        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 Red Rock will be subject to federal income taxation.

        We expect that 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 Red Rock 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

80

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,
							Percent change
	2015			2014
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,
							Percent change
	2014			2013
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,
							Percent change
	2013			2012
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 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. Red Rock 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. 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 Red Rock 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 stockholders to the extent that such dividends are declared by the board of directors of Red Rock. As a result, we expect that the restrictions on distributions contained in the Indenture governing our Notes and our Credit

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Facility will not adversely impact the liquidity of Red Rock in the foreseeable future. However, there can be no assurance that such restrictions will not impact the liquidity of Red Rock in future periods.

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 on shares of our 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.

        Red Rock Resorts, Inc. is a holding company and has no material assets other than its direct and indirect ownership of LLC Units in Station Holdco and its voting interest in Station LLC. 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 Red Rock. 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
	(unaudited)
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,	Percentage
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
																					Fair Value
	2015			2016			2017			2018			2019			Thereafter			Total
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
																						Fair value
	2015(a)			2016			2017			2018			2019			Thereafter			Total
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

        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. 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 control six highly desirable gaming-entitled development sites consisting of approximately 310 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 metrics, for the most recent period available, indicate that an economic recovery is underway in the Las Vegas regional market:

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Population growth was approximately two-and-a-half times the national average in 2014;

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Las Vegas was among the leaders in the nation in year-over-year employment growth at 2.6%, compared to the national average of 1.9% based on preliminary data for November 2015 from the BLS;

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Home value appreciation of 7.9%, compared to the national average of 5.6% during the twelve months ended September 30, 2015;

•

Las Vegas welcomed a record 42.2 million visitors for the twelve months ended November 30, 2015; and

•

Over $12 billion in new investments are either in the planning stages or actively under development in Las Vegas, based on public announcements.

        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 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.

        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

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generated by Boarding Pass members. In addition, we estimate that 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, 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

        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 poker and high-limit gaming salons;

•

4,041 hotel rooms ranging from standard 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;

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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;

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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 approximately two-and-a-half times the national average. Based on preliminary data for November 2015 from the BLS, Las Vegas experienced year-over-year employment growth of 2.6%, 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 7.9% during the twelve months ended September 30, 2015, compared to the national average of 5.6%. In addition, over $12 billion in new projects and infrastructure investments have been publicly announced and are either in the planning stages or are under development. Meanwhile, Las Vegas also welcomed a record 42.2 million visitors in the twelve months ended November 30, 2015. 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, 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 average weekly earnings growth are all critical drivers of both gaming and non-gaming revenues. Based on preliminary data from the BLS, employment and average weekly earnings in the Las Vegas area were 2.6% and 5.5% higher, respectively, in November 2015 compared to November 2014. As employment levels and average weekly earnings continue to improve, we expect continued growth in gaming revenues, which at $2.2 billion for the twelve months ended November 30, 2015 remained approximately 17% 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 approaching pre-recession peak levels, other metrics such as home prices and gaming revenue 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, Las Vegas MSA; Employment, Hours, and Earnings

(5)

Source: United States Bureau of Labor Statistics; Las Vegas MSA

(6)

Source: United States Bureau of Labor Statistics; Las Vegas MSA; Industry: Private; Data Type: Average Weekly Earnings of All Employees

(7)

Source: Nevada Department of Taxation; Clark County

(8)

Source: Greater Las Vegas Association of Realtors

(9)

Source: Las Vegas Convention and Visitors Authority; Las Vegas Area

(10)

Source: Nevada Gaming Control Board; Las Vegas Gaming Market & Las Vegas Regional Gaming Market

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 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.

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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 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

        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

        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.

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Our Growth Strategy

Drive same store growth

        As the Las Vegas economy recovers, we expect population, employment levels, average weekly earnings and consumer confidence to continue to rise. We believe we are uniquely positioned to benefit from this 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 8.8% from 1997 to 2007, with gaming revenues peaking at $2.6 billion. Between 2008 and 2010, the market declined 14% to $2.0 billion and, as of November 30, 2015, remains approximately 17% below its peak. Similarly, Las Vegas hotel revenue per available room for the twelve months ended November 30, 2015 remains approximately 12% below its peak in 2007. 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. Gun Lake Casino recently announced plans to expand its gaming, entertainment and dining offerings which are expected to open in the summer of 2017. 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 control six highly desirable gaming-entitled development sites consisting of approximately 310 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 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.

        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. 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

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economic conditions throughout the United States and to new gaming supply in states such as Ohio and California.

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, average weekly earnings 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 is the largest and most prominent gaming market in the United States with approximately 100,000 slot machines, 4,500 table games and $9 billion in gaming revenue as of and for the twelve months ended November 30, 2015 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 86.4% in November 2015. 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 42.2 million visitors for the twelve months ended November 30, 2015, up 16.1% from 2009.

Las Vegas Visitor Volume

In millions

Source: Las Vegas Convention and Visitors Authority

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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 $2.2 billion for the twelve months ending November 30, 2015, which was approximately 5.6% 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 Average Weekly Earnings 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. Based on preliminary data for November 2015, from the BLS, Las Vegas experienced a 2.6% year-over-year increase in employment compared to the national average of 1.9%. Another important factor impacting the financial health of Las Vegas residents is average weekly earnings growth which was 5.5% higher in November 2015 compared to November 2014 based on preliminary data from the BLS. 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, Las Vegas MSA; Employment, Hours, and Earnings

(6)

Source: United States Bureau of Labor Statistics; Las Vegas MSA

(7)

Source: United States Bureau of Labor Statistics; Las Vegas MSA; Industry: Private; Data Type: Average Weekly Earnings of All Employees

(8)

Source: Nevada Department of Taxation; Clark County

(9)

Source: Greater Las Vegas Association of Realtors

(10)

Source: Las Vegas Convention and Visitors Authority; Las Vegas Area

(11)

Source: Nevada Gaming Control Board; Las Vegas Gaming Market & Las Vegas Regional Gaming Market

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Increased Spending and Improving Home Values

        Businesses and consumers in Las Vegas continue to increase their spending as evidenced by 28 consecutive months of year-over-year increases in taxable retail sales from July 2013 to October 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 84% as of August 2015 compared to January 2012.

Significant Capital Investment and Development

        This recent momentum has spurred another wave of investment in a number of sectors within the Las Vegas economy. Based on public announcements, over $12 billion in new project and infrastructure investments 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 including the Faraday Future automotive production plant; 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.

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%.

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Our Properties

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

	Hotel Rooms		Slots(1)		Gaming Tables(2)		Acreage
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, Libre Mexican Restaurant, which opened in February 2016, 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 control approximately 310 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.

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Wild Wild West/Viva:  We control approximately 96 acres of land located at the intersection of Tropicana Boulevard and I-15, less than one-half mile from the Las Vegas strip. We lease and have an option to purchase the land under the Wild Wild West Gambling Hall & Hotel, which is approximately 20 acres, and own the remaining 76 acres that are adjacent to the leased portion of the parcel. This parcel has excellent visibility and access from I-15, on which approximately 225,000 cars per day pass by the site.

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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.

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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.

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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

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creates greater flexibility in the development of a project on this site and for the potential sale of a portion of the parcel for non-gaming development.

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South Virginia Street/I-580 (Reno):    We own approximately eight 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 4.7 million visitors in 2015, according to the Reno-Sparks Convention and Visitors Authority.

In addition, we own two additional development sites that are zoned for casino gaming and other commercial uses, certain of which are currently for sale. From time to time we may acquire additional parcels or sell portions of our existing sites that are not necessary to the development of additional gaming facilities.

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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.

        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). The parties were unable to conclude a compact within such period and on January 13, 2016, the district court filed its Order to Show Cause as to why the court should not order the parties to submit to mediation. On January 26, 2016, the court filed its order confirming the selection of a mediator and requiring the parties to submit their last, best offers for a compact to the mediator within ten days. On February 8, 2016, the mediation was conducted and on

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February 11, 2016, the mediator issued her decision selecting the Mono's compact as the compact that best comports with the law and the orders from the district court. The State has 60 days in which to consent to the selected compact or it will be submitted to the Secretary of the Interior for the adoption of procedures to allow the Mono to conduct class III gaming at the North Fork Site.

        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 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 146 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, 2015, there were approximately 1,400 restricted gaming locations in the Las Vegas area with approximately 13,800 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

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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.

        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

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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. Our ownership in NP Tropicana LLC is held through NP Landco Holdco LLC, which has a registration as an intermediary company and a license as a member and manager of NP Tropicana LLC. Our ownership in SC SP 2 LLC is held through SC SP Holdco LLC which has a registration as an intermediary company and a license as a member and manager of SC SP 2 LLC. Town Center Amusements, Inc., a Limited Liability Company ("TCAI") is licensed to conduct 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 have been found suitable to indirectly own the equity interests in our licensed and registered subsidiaries (the "Gaming Subsidiaries") and we are registered with 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

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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.

        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.

        Any beneficial owner of our equity 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 equity 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.

        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

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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.

        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 Red Rock. 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 have been granted Nevada Commission approval for the Offering addressed in this registration statement. We have also applied 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

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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.

        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 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

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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 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

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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 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

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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 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.

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Employees

        As of November 30, 2015, we had approximately 11,670 employees, including employees of our 50% owned properties but excluding all managed properties that are owned by third party employers. None of our owned 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. In addition, one of our managed properties has a collective bargaining agreement that covers approximately 525 employees as of November 30, 2015 and is expected to enter into a second collective bargaining agreement covering approximately 25 employees.

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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 Red Rock. We expect the following individuals listed as directors will serve on the board of directors of Red Rock, all of whom are either members of the board of directors of Station Holdco or board of managers of Station LLC.

Name	Age		Position
Frank J. Fertitta III(*)		53	Chairman of Board of Directors and Chief Executive Officer
Stephen L. Cavallaro		58	Executive Vice Chairman
Richard J. Haskins		52	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(*)		47	Director
Robert A. Cashell, Jr.		50	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 Red Rock and the Chairman of Red Rock'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 Red Rock.

        Stephen L. Cavallaro.    Mr. Cavallaro has served as Executive Vice Chairman of Red Rock 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 Red Rock 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 2002, in each case

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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 Red Rock 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 Red Rock 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 Red Rock'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 Red Rock.

        Robert A. Cashell, Jr.    Mr. Cashell has served as a member of Red Rock'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 Red Rock.

        James E. Nave, D.V.M.    Dr. Nave has served as a member of Red Rock'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 Red Rock.

        Robert E. Lewis.    Mr. Lewis has served as a member of Red Rock'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 Red Rock.

Board of Directors

        The board of directors of Red Rock 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 in connection with the Offering, the number of directors on the board of directors of Red Rock will be determined from time to time by the board of directors of Red Rock 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 Red Rock, 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 Red Rock and its committees will have supervisory authority over Red Rock and Station Holdco.

Director Independence

        Under the listing requirements and rules of NASDAQ, 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, NASDAQ 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 NASDAQ 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 NASDAQ. 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

        Our Audit Committee consists of Dr. James E. Nave, D.V.M., Robert E. Lewis and Robert A. Cashell, Jr. The board of directors of Red Rock has determined 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 are "independent" for purposes of Rule 10A-3 of the

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Securities Exchange Act of 1934 and under applicable listing standards. The board of directors of Red Rock has determined that the composition of its Audit Committee satisfies the independence requirements of the SEC and the applicable listing standards.

        Our Audit Committee charter requires that the Audit Committee oversee our corporate accounting and financial reporting processes. The primary responsibilities and functions of our Audit Committee are, 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

        Our compensation committee consists of Dr. James E. Nave, D.V.M., Robert E. Lewis and Robert A. Cashell, Jr. Our board of directors has determined 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 are, 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

        Our nominating and governance committee consists of Dr. James E. Nave, D.V.M., Robert E. Lewis and Robert A. Cashell, Jr. Our board of directors has determined 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 are, 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 is Chairman of the board of directors and Chief Executive Officer of Red Rock. 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. has been designated as our lead independent director. As the board's lead independent director, Dr. Nave holds 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 has adopted 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, Red Rock Resorts, Inc., 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 Red Rock Resorts, Inc., 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, 2015 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 2015, 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. In connection with the 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, 2015, 2014 and 2013.

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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, 2015, 2014 and 2013.

Name and Principal Position	Year		Salary($)(b)		Bonus ($)(c)		Stock Awards ($)(d)		Option Awards ($)(e)		All Other Compensation ($)(f)		Total ($)
Frank J. Fertitta III		2015		1,000,000		1,000,000		—		—		529,998		2,529,998
Chairman of the Board		2014		1,000,000		1,000,000		—		—		527,433		2,527,433
and Chief Executive Officer		2013		1,000,000		1,000,000		—		—		394,500		2,394,500
Stephen L. Cavallaro		2015		1,000,108		1,239,961		—		—		67,658		2,307,727
Executive Vice Chairman		2014		1,031,698		1,205,402		—		—		61,941		2,299,041
		2013		1,030,493		1,000,000		9,666,034		—		51,309		11,747,836
Richard J. Haskins		2015		620,192		625,000		—		—		11,500		1,256,692
President		2014		503,846		500,000		—		—		14,200		1,018,046
		2013		521,586		500,000		—		—		17,900		1,039,486
Marc J. Falcone		2015		600,000		475,000		—		—		17,533		1,092,533
Executive Vice President,		2014		503,846		500,000		—		—		26,803		1,030,649
Chief Financial Officer and		2013		529,011		500,000		—		—		34,924		1,063,935
Treasurer
Daniel J. Roy(a)		2015		513,762		500,000		—		—		21,852		1,035,614
Executive Vice President and		2014		500,000		400,000		—		—		20,598		920,598
Chief Operating Officer		2013		373,558		300,000		927,902		—		414		1,601,874

(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 2015 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		66,622			33,329		3,500		8,528		8,295
Tax preparation services		—			8,324		5,300		5,000		—
Other		246,486	(i)		—		—		—		—
Total		529,998			67,658		11,500		17,533		21,852

(i)

Represents personal use of aircraft leased by Fertitta Entertainment.

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 2015 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 2015 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, 2015, 2014 and 2013 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, and the base salary for Mr. Haskins was subsequently increased to $725,000 per year in November 2015. 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.

        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

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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, which was subsequently amended on November 1, 2015. Mr. Roy's employment agreement provides for a five-year term ending October 31, 2020, 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 an annual base salary (to be reviewed annually and which may be increased) of $600,000 ($500,000 prior to November 1, 2015) 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

        Prior to this Offering, 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 and FI Profit Units held by each of the FE NEOs have vested. 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, 2015 represented approximately 7.2% and 6.1% of the total outstanding units in Fertitta Entertainment and FI Station Investor, respectively.

        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.

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        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, 2015.

	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		—		—
		—		—
Richard J. Haskins		—		—
		—		—
Marc J. Falcone		—		—
		—		—
Daniel J. Roy(1)		377,196

(a)

Represents indirect interest in profit units of Station Holdco.

(1)

126,098 of Mr. Roy's unvested awards vested on January 24, 2016, 126,098 of Mr. Roy's unvested awards will vest on 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 Mr. Roy being an employee of Station LLC or its affiliates on the vesting date.

(b)

The market value per Profit Unit is based on the value of the Company implied by an assumed initial public offering price of $             per share (the midpoint of the price range set forth on the cover page of this prospectus).

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PROFIT UNITS VESTED DURING 2015

        The following table sets forth information concerning the vesting of profit unit awards during the year ended December 31, 2015:

	Profit Unit Awards
Name	Number of Profit Units Acquired on Vesting (#)(a)			Value Realized on Vesting ($)(b)
Frank J. Fertitta III		—			—
Stephen L. Cavallaro		1,500	FE		6,003,000
		2,709,352	FI
Richard J. Haskins		500	FE		2,001,000
		1,128,896.5	FI
Marc. J. Falcone		—	FE		—
		1,128,896.5	FI
Daniel J. Roy		188,598	Station
			Holdco

(a)

Represents the vesting of FE Profit Units, FI Profit Units or Station Holdco profit units, as applicable.

(b)

The market value per FE Profit Unit is based on the value of Fertitta Entertainment implied by the consideration paid to be paid for the equity interests of Fertitta Entertainment in connection with the Fertitta Entertainment Acquisition. The market value per FI Profit Unit and Station Holdco Profit Unit is based on the value of the Company implied by an assumed initial public offering price of $            per share (the midpoint of the price range set forth on the cover page of this prospectus).

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.

        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

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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 FI Profit Units and FE Profit Units held by the FE NEOs are vested. 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 Red Rock Resorts, Inc. 2016 Equity Incentive Plan in substitution for such profit units. As of December 31, 2015, an aggregate of 10,039,007 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).

2016 Equity Incentive Plan

        We have adopted, subject to the approval of our stockholders, the Red Rock Resorts, Inc. 2016 Equity Incentive Plan (the "Equity Incentive Plan").

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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 number of shares of our Class A Common Stock that may be issued under the Equity Incentive Plan is            , which represents 10% of total number of outstanding shares of Class A Common Stock determined on an as-exchanged basis. No more than 100% 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, 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.

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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, consistent with Section 422 of the Code.

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; (ii) in the discretion of the Committee and subject to such rules as may be established by the Committee and applicable law, 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); (iii) in the discretion of the Committee and subject to such rules as may be established by the Committee and applicable law, 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; (iv) in the discretion of the Committee and subject to such rules as may be established by the Committee and applicable law, by having us withhold from shares otherwise deliverable an amount equal to the aggregate option exercise price; (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 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. Each SAR will entitle the participant to receive an amount equal to the

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excess of the fair market value of a share of our Class A Common Stock 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 RSUs 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 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.

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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 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

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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 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

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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

        On the pricing date of this Offering, contingent upon the closing of 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) stock options 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 subject to such stock options being that necessary to cause the Black-Scholes-Merton value of such stock options on the pricing date of this Offering to be equal to $10 million; and (ii)             restricted shares of Class A Common Stock. 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

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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"); and (iii) continuation of any group health, executive medical, disability and life insurance-related coverage and/or benefits, and tax preparation services, as were in effect for the applicable Named Executive Officer immediately prior to this Offering.

        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 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.

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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 has implemented stock ownership guidelines in connection with this Offering. The guidelines require that:

•

the Company's Chief Executive Officer hold Company equity equal to five times base salary;

•

the Company's named executive officers (other than the Chief Executive Officer) hold Company equity equal to three times base salary; and

•

non-employee directors of the Company hold Company equity equal to two times annual retainer fees.

        No individual subject to the stock ownership guidelines is expected to satisfy the ownership targets until the date that is five years from the date the applicable individual first becomes subject to the stock ownership guidelines.

BOARD COMPENSATION FOR 2015

        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, 2015:

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

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        The members of the board of directors of Station Holdco did not receive any compensation for the year ended December 31, 2015 for serving on such board.

Discussion of Manager Compensation Table

        During 2015, 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, 2015 for serving on such board.

DIRECTOR COMPENSATION

        Red Rock has approved the following annual retainer fees for its non-employee directors:

	Amount ($)
Base Annual Retainer, all board members		75,000
Audit Committee Chairman base fee		30,000
Audit Committee Member base fee		15,000
Compensation Committee Chairman base fee		20,000
Compensation Committee Member base fee		10,000
Nominating and Governance Committee Chairman base fee		12,500
Nominating and Governance Committee Member base fee		5,000
Lead Independent Director base fee, in addition to Board membership		25,000

        In addition, Red Rock has approved annual restricted stock awards with a value of $150,000 to each non-employee director.

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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. Red Rock 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.

        Red Rock 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 Red Rock, 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 Red Rock) 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 Red Rock, as the managing member of Station Holdco, Station Holdco will pay or reimburse Red Rock for all fees, costs, and expenses incurred by Red Rock 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 Red Rock, such as costs of future securities offerings, board of director compensation, costs of periodic reports to stockholders of Red Rock, 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 Red Rock 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 the Fertitta Family Entities and GACC require the consent of the Fertitta Family Entities and GACC, respectively.

        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 2016 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 this initial purchase and any subsequent exchanges, Red Rock 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 Red Rock 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 increases in tax basis described above and of certain other tax benefits attributable to payments under the tax receivable agreement itself. This will be Red Rock's obligation and not an obligation of Station Holdco. For purposes of the tax receivable agreement, the benefit deemed realized by Red Rock will be computed by comparing the actual income tax liability of Red Rock (calculated with certain assumptions) to the amount of such taxes that Red Rock 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 Red Rock not entered into the tax receivable agreement. The tax receivable agreement is expected to become effective immediately prior to the consummation 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 Red Rock from existing owners of Station Holdco will be amortizable for tax purposes. Red Rock and its stockholders will retain the remaining 15% of the tax benefits that Red Rock 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 as the amount

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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 Red Rock to pay 85% of the deemed benefits as and when deemed realized. If Red Rock 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 Red Rock 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 Red Rock 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 resale of shares of Class A Common Stock issued in exchange for LLC Units held by existing members of Station Holdco. 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 Common Stock, for shares of Class A Common Stock on a one-for-one basis or, at our election, for

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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

        Red Rock 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 (or              LLC Units if the underwriters exercise their option to purchase additional shares in full) 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 exercise of the option to purchase additional shares in full
Name	Number of LLC Units	Cash	Number of LLC Units	Cash
Fertitta Business Management, LLC		$		$
German American Capital Corporation		$		$
Oaktree SC Investments CTB, LLC		$		$

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, which is expected to be approximately $55 million of outstanding indebtedness under the Fertitta Entertainment credit facility, 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 by the members of Fertitta Entertainment, on the one hand, and on the other hand by both GACC (as the holder of certain approval rights under the existing equityholders agreement for Station Holdco and its subsidiaries) and 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). The special committee unanimously approved the terms of the Fertitta Entertainment Acquisition, and had the assistance and counsel of independent legal and financial advisors retained by such special committee in the negotiation and approval of such terms.

        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 million of such net proceeds. We also expect that our executive officers,

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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 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. However, the actual amount of cash proceeds from the Fertitta Entertainment Acquisition that will be distributed to the members of Fertitta Entertainment may be adjusted to reflect the non-pro rata distribution of assets of Fertitta Entertainment that are not included in the Fertitta Entertainment Acquisition, including a $17 million note payable to Fertitta Entertainment by another entity controlled by the Fertitta family and an airplane that will be transferred by Fertitta Entertainment to one or more of its members or their affiliates prior to the consummation of the Fertitta Entertainment Acquisition.

        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, 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.

        At the closing of the Fertitta Entertainment Acquisition, Fertitta Entertainment is not expected to have material assets other than the management agreements for the Company's business and its workforce. In connection with the Fertitta Entertainment Acquisition, we expect to terminate the management agreements with Fertitta Entertainment by mutual agreement for no additional consideration and 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 "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. 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.

Reimbursable Costs

        The Company expects that it may periodically provide services to certain of its executive officers and directors, including the personal use of employees, construction work and other personal services. To the extent that such services are provided, the officers and directors to whom services are provided are expected to make deposits with the Company to prepay any such items and to replenish such deposits on an ongoing basis as needed.

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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 Red Rock 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              shares of Class A Common Stock of Red Rock 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). In connection with the Blocker Mergers, the Company will (i) withhold              shares of Class A Common Stock that would otherwise be issued to certain of the members of the Merging Blockers, (ii) sell such shares in this Offering, and (iii) use the net proceeds from the sale of such shares to pay withholding tax obligations with respect to such members. The number of shares of Class A Common Stock issued in the Blocker Mergers and withholding with respect thereto 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, Red Rock 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, Red Rock may bear some, or all, of the risks relating to any such liabilities, which could be significant.

Voting Interests in Station LLC

        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 transfer the voting interests of Station LLC to Red Rock. No consideration will be payable to the members of Station Voteco LLC in connection with such transfer.

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 Red Rock (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

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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.

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 as of January 31, 2016 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;

•

all directors and executive officers as a group; and

•

the selling stockholders.

        The number of shares of Class A Common Stock 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 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. In accordance with the rules of the SEC, beneficial ownership includes voting or investment power with respect to securities and includes shares issuable pursuant to exchange or conversion rights that are exercisable within 60 days of the date of this prospectus, including such rights of holders of LLC Units (together with a corresponding number of shares of our Class B Common Stock) since they are exchangeable into shares of our Class A Common Stock at any time.

        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 listed in the table below is c/o Red Rock Resorts, Inc., 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135.

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	Class A Common Stock Beneficially Owned(1)								Class B Common Stock Beneficially Owned						Combined Voting Power(2)(3)
	Prior to this Offering		Shares of Class A Common Stock Offered	Shares of Class A Common Stock Subject to Underwriters' Option	After Giving Effect to the Offering Assuming Underwriters do not Exercise Their Option(4)		After Giving Effect to the Offering Assuming Underwriters Exercise Their Option in Full(5)		Prior to this Offering		After Giving Effect to the Offering Assuming Underwriters do not Exercise Their Option		After Giving Effect to the Offering Assuming Underwriters Exercise Their Option in Full		Prior to this Offering	After Giving Effect to the Offering Assuming Underwriters do not Exercise Their Option	After Giving Effect to the Offering Assuming Underwriters Exercise Their Option in Full
Name and address of Beneficial Owner	Number	%	Number	Number	Number	%	Number	%	Number	%	Number	%	Number	%	%	%	%
FI Station Investor LLC(6)
Fertitta Business Management LLC(7)
LNA Investments, LLC(7)
KVF Investments, LLC(7)
German American Capital Corporation(8)
Oaktree SC Investments CTB, LLC(9)
FMR LLC(10)
Frank J. Fertitta III(6)(7)
Lorenzo J. Fertitta(6)(7)
Stephen L. Cavallaro(6)
Richard J. Haskins(6)
Marc J. Falcone(6)
Daniel J. Roy(11)
Robert A. Cashell, Jr.
James E. Nave, D.V.M.
Robert E. Lewis
Named Executive Officers and Directors as a Group(12)
Selling Stockholders*

*

The Selling Stockholders as a group own less than 1% of the Class A Common Stock (on an as-exchanged basis) prior to and following the consummation of this Offering.

(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." Assumes exchange of all LLC Units per share of Class A Common Stock. Beneficial ownership of LLC Units has also been reflected as beneficial ownership of shares of our Class A common stock for which such LLC Units may be exchanged.

(2)

Represents percentage of voting power of the Class A Common Stock and Class B Common Stock of Red Rock voting together 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 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. We expect that the only existing owners that will satisfy the foregoing criteria will be Fertitta Family Entities. Consequently, such entities will be the only holders of Class B Common Stock entitled to ten votes per share of Class B Common Stock immediately following this Offering. See "Principal and Selling Stockholders" and "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."

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(4)

Reflects the purchase by Red Rock of                 LLC Units,                LLC Units and                LLC Units from Fertitta Business Management, LLC, GACC and Oaktree SC Investments CTB, LLC, respectively. See "Certain Relationships and Related Party Transactions—Purchase of LLC Units from Existing Owners."

(5)

Reflects the purchase by Red Rock of                 LLC Units,                LLC Units and                LLC Units from Fertitta Business Management, LLC, GACC and Oaktree SC Investments CTB, LLC, respectively. See "Certain Relationships and Related Party Transactions—Purchase of LLC Units from Existing Owners."

(6)

FI Station Investor LLC is owned by an affiliate of Frank J. Fertitta III and Lorenzo J. Fertitta that is owned by Fertitta Business Management LLC, LNA Investments, LLC, KVF Investments, LLC, FI Employee Investco LLC, a Delaware limited liability company owned by 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 and 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. All of the LLC Units and shares of Class B Common Stock indirectly owned by FI Employeeco Investco LLC and FI Employeeco LLC and a portion of the LLC Units and shares of Class B Common Stock indirectly owned by Fertitta Business Management, LLC are expected to be distributed to the members of such entities immediately prior to the consummation of this Offering. The number of LLC Units and shares of Class B Common Stock distributed to the members of FI Employeeco LLC will depend on the offering price of the Class A Common Stock. The shares of Class A Common Stock, shares of Class B Common Stock and LLC Units reflected as beneficially owned by FI Station Investor Fertitta Business Management, LLC, LNA Investments, LLC, KVF Investments, LLC and Messrs. Frank J. Fertitta III, Lorenzo J. Fertitta, Cavallaro, Haskins, and Falcone reflect the distributions to be made to Fertitta Business Management, LLC and the members of FI Employeeco LLC and FE Employeeco Investco LLC and assume an initial public offering price of $                per share (the midpoint of the estimated offering price range set forth on the cover page of this prospectus.) 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)

Fertitta Business Management LLC is owned and controlled (i) 50% by F & J Fertitta Family Trust, a revocable trust for which Frank J. Fertitta III has sole investment and voting power, and (ii) 50% by L & T Fertitta Family Business Trust, a revocable trust for which Lorenzo J. Fertitta has sole investment and voting power. The address for all of the entities identified above is 1505 South Pavilion Center Drive, Las Vegas, NV 89135.

LNA Investments, LLC is managed by Lorenzo J. Fertitta and is beneficially owned by various trusts established for the benefit of his three children. Lorenzo J. Fertitta disclaims beneficial ownership of any shares of Class A Common Stock, shares of Class B Common Stock and LLC Units beneficially owned by LNA Investments, LLC, except to the extent of any pecuniary interest therein. The address for LNA Investments, LLC is 10801 W. Charleston Boulevard, Las Vegas, NV 89135.

KVF Investments, LLC is managed by Frank J. Fertitta III and is beneficially owned by various trusts established for the benefit of his three children. Frank J. Fertitta III disclaims beneficial ownership of any shares of Class A Common Stock, shares of Class B Common Stock and LLC Units beneficially owned by LNA Investments, LLC, except to the extent of any pecuniary interest therein. The address for KVF Investments, LLC is 10801 W. Charleston Boulevard, Las Vegas, NV 89135.

(8)

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.

(9)

Represents all of the LLC Units owned by Oaktree SC Investments CTB, LLC. The manager of Oaktree SC Investments CTB, LLC ("SC Investments") is OCM FIE, LLC ("FIE"). The managing member of FIE is Oaktree Capital Management, L.P. ("OCM LP"). The general partner of OCM LP is Oaktree Holdings, Inc. ("Holdings"). The sole shareholder of Holdings is Oaktree Capital Group, LLC ("OCG"). The duly elected manager of OCG is Oaktree Capital Group Holdings GP, LLC ("OCGH GP" and, collectively with FIE, OCM LP, Holdings and OCG, the "Oaktree Entities"). OCGH GP is managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank, Sheldon M. Stone, Stephen A. Kaplan and David M. Kirchheimer (the "OCGH Members"). Each Oaktree Entity and each OCGH GP Member disclaims beneficial ownership of the equity interests and the units held directly or indirectly by SC Investments except to the extent of their respective pecuniary interest therein, if any. The address for SC Investments is c/o Oaktree Capital Management, L.P., 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071.

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(10)

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.

(11)

Represents restricted shares of Class A Common Stock issued to Mr. Roy in substitution of Station Holdco profit units held by Mr. Roy assuming a public offering price of $                per share (the midpoint of the estimated offering price range set forth on the cover of this prospectus).

(12)

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 Red Rock.

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 500,000,000 shares of Class A Common Stock, par value of $0.01 per share, 100,000,000 shares of Class B Common Stock, par value of $0.00001 per share, and 100,000,000 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 (or                shares of Class B Common Stock if the underwriters exercise their option to purchase additional shares in full), 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 Red Rock, 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

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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. We expect that the only existing owners that will satisfy the foregoing criteria will be Fertitta Family Entities. Consequently, such entities will be the only holders of Class B Common Stock entitled to ten votes per share of Class B Common Stock immediately following this Offering. See "Principal and Selling Stockholders." 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 Red Rock, 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 100,000,000 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

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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.

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. We expect that the only existing owners that will satisfy the foregoing criteria will be Fertitta Family Entities. Consequently, such entities will be the only holders of Class B Common Stock entitled to ten votes per share of Class B Common Stock immediately following this Offering. See "Principal and Selling Stockholders."

        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

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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 66²/3% of the voting power of all 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:

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make nominations in the election of directors;

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propose that a director be removed;

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propose any repeal or change in our bylaws; or

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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:

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a description of the business or nomination to be brought before the meeting and the reasons for conducting such business at the meeting;

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the stockholder's name and address;

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any material interest of the stockholder in the proposal;

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the number of shares beneficially owned by the stockholder and evidence of such ownership; and

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•

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.

        To be timely, a stockholder must generally deliver notice:

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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:

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any breach of the director's duty of loyalty to our Company or our stockholders;

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any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law;

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unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; and

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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

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entitled to be indemnified by us. Amending this provision will not reduce our indemnification obligations relating to actions taken before an amendment.

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 American Stock Transfer & Trust Company, LLC.

Securities Exchange

        We have applied to list the shares of Class A Common Stock on NASDAQ under the symbol "RRR."

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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.

        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 or sold in this Offering (or                if the underwriters exercise their option to purchase additional shares in full) 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:

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1% of the number of shares of Class A Common Stock then outstanding; and

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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

        In connection with 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 Red Rock Resorts, Inc. 2016 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:

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an individual who is a citizen or resident of the United States as determined for U.S. federal income tax purposes;

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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;

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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:

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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 15% 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 Red Rock
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 $6 million (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 and the selling stockholders 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                and                shares, respectively, 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 and the selling stockholders 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).

        The restrictions described in the paragraph above do not apply, subject in certain cases to various conditions (including no filing requirements (other than certain filings on Form 5) and the transfer of lockup restrictions), to:

•

transfers pursuant the Offering and Reorganization Transactions, the exchange agreement to be entered into by us and our existing owners in connection therewith and transfers to us upon the application of the proceeds of this offering as described under "Use of Proceeds";

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•

transfers to a family member, trust, family limited partnership or family limited liability company for the direct or indirect benefit of the securityholder or the family members of the securityholder;

•

transfers to any beneficiary of the securityholder pursuant to a will or other testamentary document or pursuant to applicable laws of descent;

•

transfers as a bona fide gift or gifts;

•

distributions or other transfers to members, partners or stockholders of the securityholder or transfers to the securityholder's subsidiaries, or direct or indirect affiliates;

•

certain transfers required by law;

•

transfers of shares acquired in open market transactions following completion of this offering;

•

the pledge, hypothecation or other granting of a security interest in shares or such other securities to one or more banks or financial institutions as collateral or security for any loan, advance or extension of credit and any transfer upon foreclosure upon such shares or other securities;

•

transfers to satisfy tax withholding obligations (including in respect of estimated taxes) in connection with the exercise of options to purchase shares or the vesting of restricted stock awards; and

•

transfers with the prior written consent of Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC on behalf of the underwriters.

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;

•

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.

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•

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 NASDAQ or otherwise and, if commenced, may be discontinued at any time.

        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.

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Listing

        We have applied to list our Class A Common Stock on NASDAQ under the symbol "RRR."

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 particular, an affiliate of Deutsche Bank Securities Inc. is the administrative agent and letter of credit issuer under our $1.625 billion term loan and $350 million revolving credit facility. In addition, Merrill Lynch, Pierce, Fenner & Smith Incorporated is the syndication agent and, together with Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and an affiliate of Goldman, Sachs & Co., were joint lead arrangers and joint bookrunners in connection with, and are lenders under, our $1.625 billion term loan and $350 million revolving credit facility. Also, Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Goldman, Sachs & Co. were joint book-running managers in connection with our offering of $500 million aggregate principal amount of 7.50% senior notes due 2021 and were also the initial purchasers of the senior notes. An affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated is the administrative agent and letter of credit issuer and, together with J.P. Morgan Securities LLC, were joint lead arrangers and joint book managers in connection with, and, together with an affiliate of Goldman, Sachs & Co., are lenders under, Fertitta Entertainment's $55 million revolving credit facility and $20 million term loan, the outstanding amounts of which are expected to be repaid upon consummation of the Fertitta Entertainment Acquisition. None of Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Goldman, Sachs & Co. or their respective affiliates are expected to receive proceeds in an amount exceeding 5% of the net proceeds of this Offering.

        In addition, 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

192

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),

193

"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

194

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

195

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 our existing owners 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.

196

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.

197

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

F-1

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

F-2

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.

F-3

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.

4. Subsequent Event (Unaudited)

        On January 5, 2016, the Company filed an amended Certificate of Incorporation to change its name to Red Rock Resorts, Inc.

F-4

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

F-5

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.

F-6

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.

F-7

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.

F-8

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.

F-9

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.

F-10

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

        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

F-11

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

F-12

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.

F-13

STATION HOLDCO LLC

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

2. Summary of 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.

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

F-14

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

F-15

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.

        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. Cash flow estimates 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.

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

F-16

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

F-17

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

F-18

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

        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.

F-19

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.

F-20

STATION HOLDCO LLC

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,

F-21

STATION HOLDCO LLC

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

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	)

F-22

STATION HOLDCO LLC

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.

F-23

STATION HOLDCO LLC

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

F-24

STATION HOLDCO LLC

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

F-25

STATION HOLDCO LLC

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.

F-26

STATION HOLDCO LLC

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

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.

F-27

STATION HOLDCO LLC

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

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.

F-28

STATION HOLDCO LLC

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

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.

F-29

STATION HOLDCO LLC

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

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.

F-30

STATION HOLDCO LLC

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

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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STATION HOLDCO LLC

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

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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STATION HOLDCO LLC

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

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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STATION HOLDCO LLC

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

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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STATION HOLDCO LLC

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

11. Long-term Debt (Continued)

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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STATION HOLDCO LLC

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

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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STATION HOLDCO LLC

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

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,	Percentage
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

        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 ("Deutsche Bank") and JPMorgan Chase Bank, N.A. ("JPM") as initial lenders (the "Land Loan Lenders"), consisting of a term loan facility with a principal amount of $105 million. The initial maturity date of the Restructured Land

F-37

STATION HOLDCO LLC

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

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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STATION HOLDCO LLC

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

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

        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 the Company believes Fertitta Entertainment was in compliance with all applicable

F-39

STATION HOLDCO LLC

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

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.

F-40

STATION HOLDCO LLC

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

F-41

STATION HOLDCO LLC

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

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

F-42

STATION HOLDCO LLC

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)
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.

F-43

STATION HOLDCO LLC

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.

F-44

STATION HOLDCO LLC

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
Derivatives Not Designated as Hedging Instruments		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.

F-45

STATION HOLDCO LLC

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

F-46

STATION HOLDCO LLC

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.

F-47

STATION HOLDCO LLC

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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STATION HOLDCO LLC

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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STATION HOLDCO LLC

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:

	Units (in thousands)			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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STATION HOLDCO LLC

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%.

F-51

STATION HOLDCO LLC

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:

	Units (in thousands)			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

F-52

STATION HOLDCO LLC

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

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

F-53

STATION HOLDCO LLC

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

F-54

STATION HOLDCO LLC

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

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.

F-55

STATION HOLDCO LLC

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.

F-56

STATION HOLDCO LLC

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.

F-57

STATION HOLDCO LLC

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.

F-58

STATION HOLDCO LLC

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.

F-59

STATION HOLDCO LLC

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 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.

        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. On January 5, 2016, Station Casinos Corp. filed an amended Certificate of Incorporation to change its name to Red Rock Resorts, Inc.

        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.

        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 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.

F-60

STATION HOLDCO LLC

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(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.

F-61

STATION HOLDCO LLC

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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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(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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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(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.

        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, that the implementation of such proposed accounting guidance will have on its condensed combined financial statements.

2. 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.

        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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(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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(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.

        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 of California (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,

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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 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.

        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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(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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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.

        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.

5. 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 does not use derivative financial instruments for trading or speculative purposes. The Company carries derivative instruments on the Condensed Combined Balance Sheets at fair value, which incorporates adjustments for the nonperformance risk of the Company and the counterparties.

        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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(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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(UNAUDITED)

6. 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 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

        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 measurement hierarchy.

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.

F-74

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.

F-75

STATION HOLDCO LLC

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

9. 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):

	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

        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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            Shares

Red Rock Resorts, Inc.

Class A Common Stock

PROSPECTUS

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

                              , 2016

        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.

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	$
FINRA Filing Fee	$
Listing Fee	$
Transfer agent's fees*	$	7,000.00
Printing and engraving expenses*	$	250,000.00
Accounting fees and expenses*	$	700,000.00
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

II-2

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 to the existing members of Station Holdco LLC, assuming an initial public offering price of $        per share of Class A Common Stock (the midpoint of the estimated public offering price range set forth on the cover page of the accompanying prospectus). 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.

        In connection with the Blocker Mergers (as defined in the accompanying prospectus), the Company will issue an aggregate of                        shares of its Class A Common Stock to the owners of 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, each a Delaware limited liability company that will merge with a newly-formed subsidiary of the Company as further described in the accompanying prospectus, assuming an initial public offering price of $        per share of Class A Common Stock (the midpoint of the estimated public offering price range set forth on the cover page of the accompanying prospectus). The shares of Class A Common Stock issued in consideration of the Blocker Mergers will be issued in reliance on the exemption contained in Section 4(a)(2) of the Securities Act of 1933 on the basis that each such transaction will not involve a public offering. No underwriters will be involved in the transactions.

ITEM 16.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit Number			Description
	1.1	+	Form of Underwriting Agreement.
	3.1	^	Certificate of Incorporation of Red Rock Resorts, Inc., as currently in effect.
	3.2	^	Bylaws of Red Rock Resorts, Inc., as currently in effect.
	3.3	^	Form of Amended and Restated Certificate of Incorporation of Red Rock Resorts, Inc.
	3.4	^	Form of Amended and Restated Bylaws of Red Rock Resorts, Inc.
	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.

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Exhibit Number			Description
	10.2	+	Form of Indemnification Agreement, between Red Rock Resorts, Inc., a Delaware corporation, Station Casinos LLC, a Nevada limited liability company, and the directors and officers of Red Rock Resorts, Inc.
	10.3	^	Form of Exchange Agreement.
	10.4	^	Form of Tax Receivable Agreement.
	10.5	+	Form of Employment Agreement among Red Rock Resorts, Inc., Station Casinos LLC and Frank J. Fertitta III.
	10.6	+	Form of Employment Agreement among Red Rock Resorts, Inc., Station Casinos LLC and Stephen L. Cavallaro.
	10.7	+	Form of Employment Agreement among Red Rock Resorts, Inc., Station Casinos LLC and Marc J. Falcone.
	10.8	+	Form of Employment Agreement among Red Rock Resorts, Inc., Station Casinos LLC and Richard J. Haskins.
	10.9	+	Form of Employment Agreement among Red Rock Resorts, Inc., Station Casinos LLC 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).
	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).

II-4

Exhibit Number		Description
	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).
	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).

II-5

Exhibit Number			Description
	10.29	+	Red Rock Resorts, Inc. 2016 Equity Incentive Plan.
	10.30	+	Form of Non-Qualified Stock Option Award Agreement pursuant to the Red Rock Resorts, Inc. 2016 Equity Incentive Plan.
	10.31	+	Form of Restricted Stock Award Agreement pursuant to the Red Rock Resorts, Inc. 2016 Equity Incentive Plan.
	10.32	^	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.
	10.33	^	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.
	10.34	^	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.

II-6

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.

II-7

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 3 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 February 12, 2016.

Red Rock Resorts, Inc., a Delaware corporation
By:	* Frank J. Fertitta III Chief Executive Officer

SIGNATURES

        Pursuant to the requirements of the Securities Act, this Amendment No. 3 to registration statement on Form S-1 has been signed on February 12, 2016 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

Exhibit Number			Description
	1.1	+	Form of Underwriting Agreement.
	3.1	^	Certificate of Incorporation of Red Rock Resorts, Inc., as currently in effect.
	3.2	^	Bylaws of Red Rock Resorts, Inc., as currently in effect.
	3.3	^	Form of Amended and Restated Certificate of Incorporation of Red Rock Resorts, Inc.
	3.4	^	Form of Amended and Restated Bylaws of Red Rock Resorts, Inc.
	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 Indemnification Agreement, between Red Rock Resorts, Inc., a Delaware corporation, Station Casinos LLC, a Nevada limited liability company, and the directors and officers of Red Rock Resorts, Inc.
	10.3	^	Form of Exchange Agreement.
	10.4	^	Form of Tax Receivable Agreement.
	10.5	+	Form of Employment Agreement among Red Rock Resorts, Inc., Station Casinos LLC and Frank J. Fertitta III.
	10.6	+	Form of Employment Agreement among Red Rock Resorts, Inc., Station Casinos LLC and Stephen L. Cavallaro.
	10.7	+	Form of Employment Agreement among Red Rock Resorts, Inc., Station Casinos LLC and Marc J. Falcone.
	10.8	+	Form of Employment Agreement among Red Rock Resorts, Inc., Station Casinos LLC and Richard J. Haskins.
	10.9	+	Form of Employment Agreement among Red Rock Resorts, Inc., Station Casinos LLC 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).
	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).

II-9

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).

II-10

Exhibit Number			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	+	Red Rock Resorts, Inc. 2016 Equity Incentive Plan.
	10.30	+	Form of Non-Qualified Stock Option Award Agreement pursuant to the Red Rock Resorts, Inc. 2016 Equity Incentive Plan.
	10.31	+	Form of Restricted Stock Award Agreement pursuant to the Red Rock Resorts, Inc. 2016 Equity Incentive Plan.
	10.32	^	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.
	10.33	^	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.
	10.34	^	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.

II-11

EX-1.1

Exhibit 1.1

RED ROCK RESORTS, INC.

[·] Shares of Class A Common Stock

Underwriting Agreement

[·], 2016

Deutsche Bank Securities Inc.

J.P. Morgan Securities LLC

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

Goldman, Sachs & Co.
As Representatives of the

several Underwriters listed
in Schedule 1 hereto

c/o Deutsche Bank Securities Inc.
60 Wall Street
New York, NY 10005

c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179

c/o Merrill Lynch, Pierce, Fenner & Smith

Incorporated

One Bryant Park
New York, New York 10036

c/o Goldman, Sachs & Co.
200 West Street
New York, New York 10282

Ladies and Gentlemen:

Red Rock Resorts, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of [·] shares of Class A common stock, par value $0.01 per share, of the Company (the “Primary Underwritten Shares”), and the stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of [·] shares of Class A common stock, par value $0.01 per share, of the Company (the “Secondary Underwritten Shares” and, together with the Primary Underwritten Shares, the “Underwritten Shares”).  In addition, the Company

proposes to issue and sell, at the option of the Underwriters, up to an additional [·] shares of Class A common stock, par value $0.01 per share, of the Company (the “Primary Option Shares” and together with the Primary Underwritten Shares, the “Primary Shares”), and the Selling Stockholders propose to sell, at the option of the Underwriters, up to an aggregate additional [·] shares of common stock of the Company (the “Secondary Option Shares” and, together with the Secondary Underwritten Shares, the “Secondary Shares,” and, together with the Primary Option Shares, the “Option Shares”).  The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”

The transactions set forth in this paragraph and described more fully in the Preliminary Prospectus (as defined below) under “The Reorganization of Our Corporate Structure” are referred to collectively as the “Reorganization Transactions.”  In connection with the consummation of the offering contemplated by this Agreement: (i) the Company will become the sole managing member of Station Holdco LLC, a Delaware limited liability company (the “LLC”); (ii) all of the existing equity interests in the LLC (“Outstanding Interests”) will be reclassified into non-voting common interest units (“LLC Units”) as described in the Preliminary Prospectus; (iii) the Company will amend and restate its certificate of incorporation (the “Certificate of Incorporation”) authorizing it to issue shares of Class A common stock, par value $0.01 per share (the “Class A Common Stock”) and shares of Class B common stock, par value $0.01 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), in each case with the rights and privileges as set out in the Certificate of Incorporation and described in the Preliminary Prospectus; and (iv) upon the consummation of the offering contemplated by this Agreement, the Company intends to use a portion of the net proceeds from the sale of the Shares to (x) pay a portion of the consideration for the Fertitta Entertainment Acquisition (as defined in the Preliminary Prospectus) and (y) purchase newly issued LLC Units and LLC Units from the existing owners in the LLC, in each case as described in further detail in the Preliminary Prospectus.  The documents set forth on Schedule 3 hereto, which have been, or will be, amended and restated or entered into, as applicable, pursuant to the Reorganizations Transactions, are referred to as the “Reorganization Documents.”

The Company and the Selling Stockholders, severally and not jointly, hereby confirm their agreement with the several Underwriters concerning the purchase and sale of the Shares, as follows:

1.Registration Statement.  The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form S-1 (File No. 333-207397), including a prospectus, relating to the Shares.  Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the

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form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares.  If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement.  Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.

At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated [·], 2016 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto.

“Applicable Time” means [·] [A/P].M., New York City time, on [·], 2016.

2.Purchase of the Shares by the Underwriters.  (a)  The Company agrees to issue and sell, and each of the Selling Stockholders agrees, severally and not jointly, to sell, the Underwritten Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[·] from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto and from each of the Selling Stockholders the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder.  The public offering price of the Shares is not in excess of the price recommended by [·], acting as a “qualified independent underwriter” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

In addition, the Company agrees to issue and sell, and each of the Selling Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each of the Company and each Selling Stockholder at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares.  If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company and the Selling Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional

3

Shares as the Representatives in its sole discretion shall make.  Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Company and by each Selling Stockholder as set forth in Schedule 2 hereto.

The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Attorneys-in-Fact (as defined below).  Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof).  Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

(b)The Company and the Selling Stockholders understand that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus.  The Company and the Selling Stockholders acknowledge and agree that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter.

(c)Payment for the Shares shall be made by wire transfer in immediately available funds to the accounts specified by the Company and the Attorneys-in-Fact or any of them (with regard to payment to the Selling Stockholders), to the Representatives in the case of the Underwritten Shares, at the offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017 at 10:00 A.M., New York City time, on [·], 2016, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives, the Company and the Attorneys-in-Fact may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Shares.  The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”.

Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company and the Selling Stockholders, as applicable.  Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct.  The certificates for the Shares will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be.

(d)Each of the Company and each Selling Stockholder acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to

4

the Company and the Selling Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholders or any other person.  Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction.  The Company and the Selling Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Selling Stockholders with respect thereto.  Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Selling Stockholders.

3.Representations and Warranties of the Company and the LLC.  Each of the Company and the LLC jointly and severally represents and warrants to each Underwriter and the Selling Stockholders that:

(a)Preliminary Prospectus.  No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied as to form in all material respects with the applicable requirements of the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the LLC make no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company or the LLC in writing by such Underwriter through the Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

(b)Pricing Disclosure Package. The Pricing Disclosure Package as of the Applicable Time did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the LLC make no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company or the LLC in writing by such Underwriter through the Representatives expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

(c)Issuer Free Writing Prospectus.  Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Company and the LLC (including their respective agents and representatives, other than the Underwriters in their capacity as such) have not prepared, used, authorized, approved or referred to and will not prepare,

5

use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by the Company, the LLC or their respective agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex A hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives.  Each such Issuer Free Writing Prospectus conformed in all material respects with the applicable requirements of the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the LLC make no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company or the LLC in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

(d)Registration Statement and Prospectus.  The Registration Statement has been declared effective by the Commission.  No order suspending the effectiveness of the Registration Statement has been issued by the Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or the LLC or related to the offering of the Shares has been initiated or, to the knowledge of the Company, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply as to form in each case in all material respects with the applicable requirements of the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the LLC make no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company or the LLC in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or

6

supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

(e)Financial Statements.  The financial statements of the Company and its subsidiaries and the combined financial statements (including the related notes thereto) of the LLC included in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and present fairly in all material respects the financial position of the entities included as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“US GAAP”) applied on a consistent basis throughout the periods covered thereby (except that those financial statements that are unaudited do not include all footnotes that may be required under US GAAP for audited financial statements); and the other financial information included in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the LLC and the Subsidiaries and presents fairly in all material respects the information shown thereby; and the pro forma financial information and the related notes thereto included in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(f)No Material Adverse Change.  Since the date of the most recent financial statements of the Company and the LLC included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there has not been any change in the capital stock (other than pursuant to the Reorganization Transactions as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus), or total debt of the Company, the LLC or any of its subsidiaries (the “Subsidiaries”), or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company or the LLC on any class of capital stock or membership interest, or any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, properties, management, financial position, assets, rights, stockholders’ equity, results of operations or prospects of the Company, the LLC and the Subsidiaries taken as a whole; and (ii) neither the Company, the LLC nor any Subsidiary has entered into any transaction or agreement that is material to the Company, the LLC and the Subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company, the LLC and the Subsidiaries taken as a whole other than in the ordinary course of business, except in each case as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(g)Organization and Good Standing.  The Company, the LLC and the Subsidiaries have been duly organized and are validly existing and in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and

7

have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the business, properties, management, financial position, stockholders’ equity, results of operations or prospects of the Company, the LLC and the Subsidiaries taken as a whole or on the performance by the Company and the LLC of their obligations under this Agreement or the Reorganization Documents (a “Material Adverse Effect”).  The Company and the LLC do not own or control, directly or indirectly, any corporation, association or other entity other than the Subsidiaries, each of which are listed in Exhibit 21 to the Registration Statement.

(h)Capitalization.  (i) The Company has an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Capitalization”; (ii) all the outstanding shares of capital stock of the Company and Outstanding Interests of the LLC have been duly and validly authorized and, in the case of the Secondary Shares, upon completion of the Reorganization Transactions, and in the case of the Primary Shares, when delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and the issuance of the Shares is not subject to any preemptive or similar rights except as described in or expressly contemplated by the Pricing Disclosure Package and the Prospectus, (iii) upon consummation of the Reorganization Transactions, all of the LLC Units will be duly and validly authorized and issued and will be fully paid and non-assessable and will not be subject to any pre-emptive or similar rights; (iv) except as described in or expressly contemplated by the Pricing Disclosure Package and the Prospectus, there are no outstanding rights warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company, the LLC or any Subsidiary, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock or other equity interest of the Company, the LLC or any such Subsidiary, or any such convertible or exchangeable securities or any such rights, warrants or options; (v) upon consummation of the Reorganization Transactions, the Common Stock and the LLC Units will conform in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and (vi) except as described in or expressly contemplated by the Pricing Disclosure Package and the Prospectus, all the outstanding shares of capital stock or other equity interests of each Subsidiary owned, directly or indirectly, by the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party.

(i)Due Authorization.  Each of the Company and the LLC has full right, power and authority to execute and deliver this Agreement and each Reorganization Document to which it is a party and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and each Reorganization Document to which it is a party and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken.

8

(j)Underwriting Agreement.  This Agreement has been duly authorized, executed and delivered by the Company and the LLC.

(k)Other Transaction Documents.  Each Reorganization Document to which it is a party has been duly authorized by the Company or the LLC, as applicable, and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company or the LLC, as applicable, enforceable against the Company or the LLC, as applicable, in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability.

(l)Descriptions of the Underwriting Agreement and Reorganization Documents.  To the extent described therein, this Agreement and each Reorganization Document conform in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(m)No Violation or Default.  Neither the Company, the LLC nor any Subsidiary is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company, the LLC or any Subsidiary is a party or by which the Company, the LLC or any Subsidiary is bound or to which any of the property or assets of the Company, the LLC or any Subsidiary is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.

(n)No Conflicts.  The execution, delivery and performance by the Company and the LLC of this Agreement and each Reorganization Document to which it is a party, the issuance and sale of the Shares by the Company and the LLC Units by the LLC and, to the extent applicable, the compliance by the Company and the LLC with the Reorganization Documents, and the consummation of the transactions herein or therein contemplated, including the consummation of the Reorganization Transactions, will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the LLC or any Subsidiary pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company, the LLC or any Subsidiary is a party or by which the Company, the LLC or any Subsidiary is bound or to which any of the property or assets of the Company, the LLC or any Subsidiary is subject, (ii) result in any violation of the provisions of (x) the Certificate of Incorporation or by-laws of the Company, (y) the articles or certificate of formation and the limited liability company agreement of the LLC or (z) the charter or by-laws or similar organizational documents of any Subsidiary or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or

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arbitrator or governmental or regulatory authority, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effect.

(o)No Consents Required.  No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company and the LLC of this Agreement and each Reorganization Document to which it is a party, the issuance and sale of the Shares and the consummation of the transactions, including the Reorganization Transactions, contemplated by this Agreement, except (i) such as have been obtained, (ii) for the registration of the Shares under the Securities Act and (iii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriters.

(p)Legal Proceedings.  Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company, the LLC or any Subsidiary is or may be a party or to which any property of the Company, the LLC or any Subsidiary is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, could reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company, no such investigations, actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others.

(q)Independent Accountants.  Ernst & Young LLP, who have audited certain financial statements of the LLC and the Subsidiaries is an independent registered public accounting firm with respect to the LLC and the Subsidiaries within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act.

(r)Title to Real and Personal Property.  The Company, the LLC and the Subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company, the LLC and the Subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company, the LLC and the Subsidiaries, (ii) are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or (iii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(s)Title to Intellectual Property.  The Company, the LLC and the Subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or

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unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted, and the conduct of their respective businesses will not conflict in any material respect with any such rights of others.  The Company, the LLC and the Subsidiaries have not received any notice of any claim of infringement, misappropriation or conflict with any such rights of others in connection with its patents, patent rights, licenses, inventions, trademarks, service marks, trade names, copyrights and know-how, which could reasonably be expected to result in a Material Adverse Effect.

(t)No Undisclosed Relationships.  No relationship, direct or indirect, exists between or among the Company, the LLC or any Subsidiary, on the one hand, and the directors, officers, stockholders, members, customers or suppliers of the Company, the LLC or any Subsidiary, on the other, that is required by the Securities Act to be described in the Registration Statement and the Prospectus and that is not so described in such documents and in the Pricing Disclosure Package.

(u)Investment Company Act.  Neither the Company nor the LLC is and, after giving effect to the offering and sale of the Shares and the application of the proceeds thereof received by the Company and the LLC as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be required to register as an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Investment Company Act”).

(v)Taxes.  Each of the Company, the LLC and the Subsidiaries have paid all federal, state, local and foreign taxes and filed all tax returns required by law to be paif or filed through the date hereof, except to the extent such taxes are non-delinquent or are being contested in good faith and for which reserves required by U.S. GAAP have been created in the financial statements of the Company and the LLC; and except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there is no tax deficiency that has been, or could reasonably be expected to be, asserted against the Company, the LLC or any Subsidiary or any of their respective properties or assets.

(w)Licenses and Permits.  The Company, the LLC and the Subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to possess or make the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or as would not reasonably be expected to have a Material Adverse Effect, neither the Company, the LLC nor any Subsidiary has received written notice of any revocation or modification of any such license, certificate, permit or authorization or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course.

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(x)No Labor Disputes.  No labor disturbance by or dispute with employees of the Company, the LLC or any Subsidiary exists or, to the knowledge of the Company, is contemplated or threatened, except as would not be reasonably expected to have a Material Adverse Effect.

(y)Compliance with and Liability under Environmental Laws.  (i) The Company, the LLC and the Subsidiaries (a) are, and have for the past three years been, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, judicial or administrative judgments, decrees, orders and the common law relating to pollution or the protection of the environment, natural resources or human health or safety due to exposure to Hazardous Materials, including those relating to the generation, storage, treatment, use, handling, transportation, Release or threat of Release of, Hazardous Materials (collectively, “Environmental Laws”), (b) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, (c) have not received written notice of any actual or potential liability under or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any Release or threat of Release of Hazardous Materials, (d) are not conducting or paying for, in whole or in part, any remediation or other corrective action pursuant to any Environmental Law at any location, (e) are not a party to any judicial or administrative order, decree or agreement that imposes any obligation or liability under any Environmental Law, and (f) liable or allegedly liable for any Release or threatened Release of Hazardous Materials, including any off-site treatment, storage or disposal site or any property formerly owned or operated by the Company, the LLC or any Subsidiary, (except for any such matter, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (ii) except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no judicial or administrative proceedings that are pending, or that are known to be contemplated, against the Company, the LLC or any Subsidiary under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed. “Hazardous Materials” means any hazardous or toxic material, substance, waste, pollutant or contaminant, in any form or amount, including petroleum (including crude oil or any fraction thereof) and petroleum products, asbestos and asbestos containing materials, lead, radon, naturally occurring radioactive materials regulated under any Environmental Law.  “Release” means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, or migrating in, into or through the environment, or in, into, from or through any building or structure.

(z)Compliance with ERISA.  Except as would not reasonably be expected to have a Material Adverse Effect, none of the Company, the LLC or any Subsidiary has incurred or reasonably expects to incur any liability for any prohibited transaction or funding deficiency or any complete or partial withdrawal liability with respect to any pension, profit sharing or other plan that is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), to which the Company, the LLC or any Subsidiary makes

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or ever has made a contribution and in which any employee of the Company, the LLC or any Subsidiary is or has ever been a participant.  With respect to such plans, except as would not reasonably be expected to have a Material Adverse Effect, the Company, the LLC and each Subsidiary is in compliance in all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended.

(aa)Disclosure Controls.  The Company, the LLC and the Subsidiaries maintain “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that have been designed to ensure that material information relating to the Company, the LLC and the Subsidiaries is made known to the Company’s chief executive officer and chief financial officer by others within the Company, the LLC and the Subsidiaries; and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established, including to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure.

(bb)Accounting Controls.  The Company, the LLC and the Subsidiaries maintain systems of “internal control over financial reporting” (to the extent required and as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with US GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no material weaknesses in the Company’s internal controls.  The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

(cc)Insurance.  The Company, the LLC and the Subsidiaries have insurance covering their respective properties, operations, personnel and businesses, including business interruption insurance, which insurance is in amounts and insures against such

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losses and risks as the Company reasonably believes are adequate to protect the Company, the LLC and the Subsidiaries and their respective businesses; and neither the Company, the LLC nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business.

(dd)No Unlawful Payments.  Neither the Company, the LLC or any Subsidiary, nor, to the knowledge of the Company, any director, officer or employee of the Company, the LLC or any Subsidiary nor any affiliate or other person associated with or acting on behalf of the Company, the LLC or any Subsidiary has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit.  The Company, the LLC and the Subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

(ee)Compliance with Anti-Money Laundering Laws.  The operations of the Company, the LLC and the Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions where the Company or any of its subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened. The Company, the LLC and the Subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with the Anti-Money Laundering Laws.

(ff)No Conflicts with Sanctions Laws.  Neither the Company, the LLC or any Subsidiary, nor any director, officer or employee of the Company, the LLC or any Subsidiary nor, to the knowledge of the Company, any agent, affiliate or other person associated

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with or acting on behalf of the Company, the LLC or any Subsidiary is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company, the LLC or any Subsidiary located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.  For the past five years, the Company, the LLC and the Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

(gg)No Broker’s Fees.  Neither the Company, the LLC nor any Subsidiary is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against the Company or any of its subsidiaries or any Underwriter for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Shares.

(hh)No Registration Rights.  Except as disclosed in the Preliminary Prospectus, no person has the right to require the Company, the LLC or any Subsidiary to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission, the issuance and sale of the Shares by the Company or, to the knowledge of the Company, the sale of the Shares to be sold by the Selling Stockholders hereunder.

(ii)No Stabilization.  The Company has not taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any unlawful stabilization or manipulation of the price of the Shares.

(jj)Margin Rules.  The application of the proceeds received by the Company from the issuance, sale and delivery of the Shares as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus will not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.

(kk)Forward-Looking Statements.  No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act)

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contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

(ll)Statistical and Market Data.  Nothing has come to the attention of the Company that has caused the Company to believe that the statistical and market-related data included in the Registration Statement, the Pricing Disclosure Package and the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects.

(mm)Sarbanes-Oxley Act.  There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002, as amended and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”) that the Company is required to comply with as of effectiveness of the Registration Statement.

(nn)Status under the Securities Act.  At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act.

4.Representations and Warranties of the Selling Stockholders.  Each of the Selling Stockholders, severally and not jointly, represents and warrants to each Underwriter and the Company that:

(a)Required Consents; Authority.  Except (A) as will have been obtained on or prior to the Closing Date for the registration under the Act of the Shares, (B) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Exchange (as defined herein) in connection with the purchase and distribution of the Shares by the Underwriters and (C) as would not impair in any material respect the ability of the Selling Stockholders to consummate their obligations hereunder, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement, the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement, and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement and each Reorganization Document to which it is a party have each been duly authorized, executed and delivered by such Selling Stockholder

(b)No Conflicts.  The execution, delivery and performance by such Selling Stockholder of this Agreement, the Power of Attorney and the Custody Agreement, the sale of the Shares to be sold by such Selling Stockholder and the consummation by such Selling Stockholder of the transactions contemplated herein or therein, will not (i) conflict with

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or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of such Selling Stockholder pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the property or assets of such Selling Stockholder is subject, (ii) result in any violation of the provisions of the charter or by-laws or similar organizational documents of such Selling Stockholder or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory agency, except, in the case of (i) and (iii), as would not reasonably be expected to have a Material Adverse Effect.

(c)Title to Shares.  Such Selling Stockholder, upon the consummation of the Reorganization Transactions, will have good and valid title or a valid security entitlement (hereinafter as defined in Section 8-102 of the Uniform Commercial Code as in effect from time to time in the State of New York (the “UCC”)) to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title or a valid security entitlement to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of such Shares to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC, registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of one or more of the Underwriters (assuming that neither DTC nor any Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares) and payment therefor pursuant hereto, (i) the Underwriters will acquire a valid security entitlement in respect of such Shares and (ii) no action based on any adverse claim (within the meaning of Section 8-102 of the UCC) to such Shares may be asserted against the Underwriters with respect to such security entitlement; provided that, for purposes of this representation, each Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or other nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the securities accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

(d)No Stabilization.  Such Selling Stockholder has not taken and will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares.

(e)Accurate Disclosure.  To the extent that any statements or omissions made in the Registration Statement, the Preliminary Prospectus or the Prospectus are made in reliance upon and in conformity with the Selling Stockholder Information (as defined below), such Registration Statement and such Preliminary Prospectus did not, and the Prospectus

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and any further amendments or supplements to the Registration Statement and the Prospectus will not, when they become effective or are filed with the Commission, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. “Selling Stockholder Information” consists solely of the information with respect to the Selling Stockholders under [·].

(f)Issuer Free Writing Prospectus and Written Testing-the-Waters Communication.  Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, such Selling Stockholder (including its agents and Representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any Issuer Free Writing Prospectus or Written Testing-the-Waters Communication, other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex A hereto, each electronic road show and any other written communications approved in writing in advance by the Company and the Representatives.

(g)Material Information.  Without commenting on the accuracy of the statements contained in the Registration Statement, the Preliminary Prospectus or the Prospectus, for which the Company takes full responsibility, as of the date hereof, as of the Closing Date and as of the Additional Closing Date, as the case may be, that the sale of the Shares by such Selling Stockholder is not and will not be prompted by any material information concerning the Company which is not set forth in the Registration Statement, the Pricing Disclosure Package or the Prospectus.

(f)Custody of Shares.  Upon the consummation of the Reorganization Transactions, book-entry interests representing all of the Shares to be sold by such Selling Stockholder will have been placed in custody under a Custody Agreement relating to such Shares, in the form heretofore furnished to you, duly executed and delivered by such Selling Stockholder to American Stock Transfer & Trust Company, LLC, as custodian (the “Custodian”), and that such Selling Stockholder has duly executed and delivered a Power of Attorney, in the form heretofore furnished to you, appointing the person or persons indicated in Schedule 2 hereto, and each of them, as such Selling Stockholder’s Attorneys-in-fact (the “Attorneys-in-Fact” or any one of them the “Attorney-in-Fact”) with authority to execute and deliver this Agreement on behalf of such Selling Stockholder, to determine the purchase price to be paid by the Underwriters to the Selling Stockholders as provided herein, to authorize the delivery of the Shares to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder in connection with the transactions contemplated by this Agreement and the Custody Agreement.

(g)Irrevocable Arrangements.  The Shares to be represented by the book-entry interests upon consummation of the Reorganization Transactions held in custody for such Selling Stockholder under the Custody Agreement, are subject to the interests of the Underwriters hereunder, and the arrangements made by such Selling Stockholder for such custody, and the appointment by such Selling Stockholder of the Attorneys-in-Fact by the Power of Attorney, are to that extent irrevocable.  The obligations of such Selling Stockholder

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hereunder shall not be terminated by operation of law, whether by the death or incapacity of any individual Selling Stockholder, or, in the case of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust, or in the case of a partnership, corporation or similar organization, by the dissolution of such partnership, corporation or organization, or by the occurrence of any other event.  If any individual Selling Stockholder or any such executor or trustee should die or become incapacitated, or if any such estate or trust should be terminated, or if any such partnership, corporation or similar organization should be dissolved, or if any other such event should occur, before the delivery of the Shares hereunder, book-entry interests representing such Shares shall be delivered by or on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement and the Custody Agreement, and actions taken by the Attorneys-in-Fact pursuant to the Powers of Attorney shall be as valid as if such death, incapacity, termination, dissolution or other event had not occurred, regardless of whether or not the Custodian, the Attorneys-in-Fact, or any of them, shall have received notice of such death, incapacity, termination, dissolution or other event.

5.Further Agreements of the Company.  The Company covenants and agrees with each Underwriter that:

(a)Required Filings.  The Company will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act; and will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the business day next succeeding the date of this Agreement in such quantities as the Representatives may reasonably request.

(b)Delivery of Copies.  The Company will deliver, without charge, (i) to the Representatives, two signed copies of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith; and (ii) to each Underwriter (A) a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits) and (B) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto and each Issuer Free Writing Prospectus) as the Representatives may reasonably request.  As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters a prospectus relating to the Shares is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Shares by any Underwriter or dealer.

(c)Amendments or Supplements, Issuer Free Writing Prospectuses.  Before preparing, using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement or the Prospectus, the Company will furnish to the Representatives and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or supplement for review and will not prepare, use, authorize, approve, refer to or file any such Issuer

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Free Writing Prospectus or file any such proposed amendment or supplement to which the Representatives reasonably objects in a timely manner, unless in the case of a filing, the Company determines that it is required by law to make such filing.

(d)Notice to the Representatives.  The Company will advise the Representatives promptly, and confirm such advice in writing, (i) when the Registration Statement has become effective, if not effective on the date hereof; (ii) when any amendment to the Registration Statement has been filed or becomes effective; (iii) when any supplement to the Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed or distributed; (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (v) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (vi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will use its reasonable best efforts to obtain as soon as reasonably practicable the withdrawal thereof.

(e)Ongoing Compliance.  (1) If during the Prospectus Delivery Period (i) any event or development shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with applicable law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representatives may designate such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with applicable law and (2) if at any time prior to the Closing Date (i) any event or development shall occur or condition shall exist as a result of which

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the Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with applicable law, the Company will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Representatives may designate such amendments or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with applicable law.

(f) Blue Sky Compliance.  If exemptions from the relevant securities laws or Blue Sky laws of applicable jurisdictions are not available, the Company will arrange for the qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request and will continue such qualifications in effect so long as required for distribution of the Shares; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

(g) Earning Statement.  The Company will make generally available to its security holders and the Representatives as soon as reasonably practicable an earning statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the “effective date” (as defined in Rule 158) of the Registration Statement.

(h) Clear Market.  For a period of 180 days after the date of the Prospectus, the Company and the LLC will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any LLC Unit or any securities convertible into or exercisable or exchangeable for Common Stock or any LLC Unit (collectively, the “Lock-Up Securities”) (except for a registration statement on Form S-8 to register shares issuable upon exercise of options, or vesting of other equity awards granted pursuant to the terms of a plan in effect on the date of this Agreement), or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, without the prior written consent of Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, other than (v) pursuant to the Reorganization Transactions as described in the Pricing Disclosure

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Package and the Prospectus, (x) the Shares to be sold hereunder, (w) any shares of Common Stock of the Company issued upon the exercise of options granted pursuant to the terms of a plan in effect on the date of this agreement or in substitution of profit units of the LLC outstanding on the date hereof, (y) the issuance of LLC Units or shares of Common Stock upon exercise of warrants to purchase LLC Units outstanding as of the date hereof and (z) issuances of shares of Common Stock in exchange for LLC Units pursuant to the terms of that certain exchange agreement, to be dated as of the Closing Date, among the Company, the LLC and the LLC’s existing owners.

If Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, in their sole discretion, agree to release or waive the restrictions set forth in Section 6(a) or a lock-up letter described in Section 8(m) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit A hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

(i) Use of Proceeds.  The Company will apply the net proceeds from the sale of the Shares as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Use of proceeds”.

(j) No Stabilization.  The Company will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Stock.

(k) Exchange Listing.  The Company will use its best efforts to list, subject to notice of issuance, the Shares on the Exchange.

(l) Reports.  So long as the Shares are outstanding, the Company will make available to the Representatives, promptly after they are available, copies of all reports or other communications (financial or other) furnished to holders of the Shares, and copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange or automatic quotation system; provided the Company will be deemed to have furnished such reports and financial statements to the Representatives to the extent they are filed on the Commission’s Electronic Data Gathering, Analysis, and Retrieval system.

(m)Record Retention.  The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.

(n)Filings.  The Company will file with the Commission such reports as may be required by Rule 463 under the Securities Act.

6.Further Agreements of the Selling Stockholders.  Each of the Selling Stockholders covenants and agrees with each Underwriter that:

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(a) Lock-up Agreements.  It will deliver to the Representatives on or before the date hereof a “lock-up” agreement, substantially in the form of Exhibit D hereto, relating to sales and certain other dispositions of shares of Stock or certain other securities.

(b) No Stabilization.  Such Selling Stockholder will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Stock.

(c) Tax Form.  It will deliver to the Representatives prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by the Treasury Department regulations in lieu thereof) in order to facilitate the Underwriters’ documentation of their compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated.

(d) Use of Proceeds.  It will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to a subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject of target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.

7.Certain Agreements of the Underwriters.  Each Underwriter hereby represents and agrees that:

(a) It has not used, authorized use of, referred to or participated in the planning for use of, and will not use, authorize use of, refer to or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by such underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”).

(b) It has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final terms of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that Underwriters may use a term sheet substantially in the form of Exhibit C attached hereto without the consent of the Company; provided further that any Underwriter

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using such term sheet shall notify the Company, and provide a copy of such term sheet to the Company, prior to, or substantially concurrently with, the first use of such term sheet.

(c) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company and the Selling Stockholders if any such proceeding against it is initiated during the Prospectus Delivery Period).

8.Conditions of Underwriters’ Obligations.  The obligation of each Underwriter to purchase the Underwritten Shares on the Closing Date or the Option Shares on the Additional Closing Date, as the case may be, as provided herein is subject to the performance by the Company, the LLC and each of the Selling Stockholders of their respective covenants and other obligations hereunder and to the following additional conditions:

(a) Registration Compliance; No Stop Order.  No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or, to the knowledge of any Selling Stockholder, the Company or the LLC, threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 5(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives.

(b) Representations and Warranties.  The respective representations and warranties of the Company, the LLC and the Selling Stockholders contained herein shall be true and correct on the date hereof and on and as of the Closing Date or the Additional Closing Date, as the case may be; and the statements of the Company, the LLC and their officers and of each of the Selling Stockholders and their officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date or the Additional Closing Date, as the case may be.

(c) No Downgrade.  Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, if there are any debt securities or preferred stock of or guaranteed by the Company, the LLC or any Subsidiary that are rated by a “nationally recognized statistical rating organization”, as such term is defined under Section 3(a)(62) under the Exchange Act, (i) no downgrading shall have occurred in the rating accorded any such debt securities or preferred stock and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock (other than an announcement with positive implications of a possible upgrading).

(d) No Material Adverse Change.  No event or condition of a type described in Section 3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect

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of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

(e) Officer’s Certificate.  The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, (x) a certificate of the chief financial officer or chief accounting officer of the Company and the LLC, as applicable, and one additional senior executive officer of the Company and the LLC, as applicable, (i) confirming that such officers have reviewed the Registration Statement, the Pricing Disclosure Package and the Prospectus and, to the knowledge of such officers, the representations of the Company and the LLC, as applicable, set forth in Sections 3(b) and 3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company and the LLC, as applicable, in this Agreement are true and correct in all material respects (in each case, as each such representation and warranty would read if all qualifications as to materiality were deleted therefrom) and that the Company and the LLC, as applicable, have complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date or the Additional Closing Date, as the case may be, and (iii) to the effect set forth in paragraphs (a), (c) and (d) above and (y) a certificate of each of the Selling Stockholders, in form and substance reasonably satisfactory to the Representatives, (A) confirming that the representations of such Selling Stockholder set forth in Sections 4(a), 4(b), 4(c), 4(e), 4(f) and 4(g) hereof are true and correct and (B) confirming that the representations and warranties of such Selling Stockholder set forth in Section 4(d) are true and correct in all material respects (in each case, as each such representation and warranty would read if all qualifications as to materiality were deleted therefrom) and that such Selling Stockholder has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date or Additional Closing Date, as the case may be.

(f) Comfort Letters.  On the date of this Agreement and on the Closing Date or the Additional Closing Date, as the case may be, Ernst & Young LLP shall have furnished to the Representatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided, that the letter delivered on the Closing Date or the Additional Closing Date, as the case may be, shall use a “cut-off” date no more than three business days prior to such Closing Date or such Additional Closing Date, as the case may be.

(g) Opinion and 10b-5 Statement of Counsel for the Company and the LLC.  Milbank, Tweed, Hadley & McCloy LLP, special New York counsel for the Company and the LLC, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing

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Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B-1 hereto.

(h) Opinion of Counsel for the Selling Stockholders.  Each Selling Stockholder shall have furnished to the Representatives, at the request of the Company, a written opinion of legal counsel, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B-2 hereto.

(i) Opinion and 10b-5 Statement of Counsel for the Underwriters.  The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and 10b-5 statement of Davis Polk & Wardwell LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

(j) No Legal Impediment to Issuance and/or Sale.  No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling Stockholders; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling Stockholders.

(k) Good Standing.  The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and the LLC in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.

(l) Exchange Listing.  The Shares to be delivered on the Closing Date or the Additional Closing Date, as the case may be, shall have been approved for listing on the Exchange, subject to official notice of issuance.

(m) Lock-up Agreements.  The “lock-up” agreements, each substantially in the form of Exhibit D hereto, between you and certain shareholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Stock or certain other securities, delivered to you on or before the date hereof, shall be full force and effect on the Closing Date or the Additional Closing Date, as the case may be.

(n) Chief Financial Officer’s Certificate.  The Representatives shall have received, on each of the date hereof, the Closing Date and the Additional Closing Date, a certificate, dated the date hereof, the Closing Date or the Additional Closing Date, as the case

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may be, and signed by the Chief Financial Officer of the Company, with respect to such matters and in such form as is reasonably satisfactory to the Representatives.

(o)Reorganization Transactions.  The Reorganization Transactions shall have been completed prior to or simultaneously with the Closing Date (except those Reorganization Transactions that are ongoing or recurring in nature), on the terms set forth in the Preliminary Prospectus under “The Reorganization of our Corporate Structure.”

(p)Additional Documents.  On or prior to the Closing Date or the Additional Closing Date, as the case may be, the Company, the LLC and the Selling Stockholders shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request.

All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

9.Indemnification and Contribution.

(a)Indemnification of the Underwriters by the Company and the LLC.  The Company and the LLC jointly and severally agree to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below.

The Company and the LLC also agree to indemnify and hold harmless, [·], its affiliates, directors and officers and each person, if any, who controls [·] within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses,

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claims, damages and liabilities incurred as a result of [·]’s participation as a “qualified independent underwriter” within the meaning of FINRA Rule 5121 in connection with the offering of the Shares.

(b)Indemnification of the Underwriters by the Selling Stockholders.  Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless (i) each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, and (ii) [·], its affiliates, directors and officers and each person, if any, who controls [·] within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities incurred as a result of [·]’s participation as a “qualified independent underwriter” within the meaning of FINRA Rule 5121 in connection with the offering of the Shares, but in each case of the preceding clauses (i) and (ii) only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or the Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the Selling Stockholder Information provided by such Selling Stockholder; provided, however, that the aggregate amount of each Selling Stockholder’s liability pursuant to Section 9(b) shall not exceed the aggregate amount of net proceeds received by such Selling Stockholder from the sale of its Shares hereunder.

(c)Indemnification of the Company, the LLC and the Selling Stockholders.  Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the LLC, their directors, their officers who signed the Registration Statement and each person, if any, who controls the Company or the LLC within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company or the LLC in writing by or on behalf of such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: [·].

(d)Notice and Procedures.  If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to the preceding paragraphs of this Section 9, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that

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the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under the preceding paragraphs of this Section 9 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under the preceding paragraphs of this Section 9.  If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred.  In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them.  It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed as they are incurred and any such separate firm for the Selling Stockholders shall be designated in writing by the Selling Stockholders; provided, however, that if indemnity may be sought pursuant to the second paragraph of Section 9(a) or 9(b) above in respect of such proceeding, then in addition to such separate firm of the Underwriters, their affiliates and such control persons of the Underwriters the indemnifying party shall be liable for the fees and expenses of not more than one separate firm (in addition to any local counsel) for [·] in its capacity as a “qualified independent underwriter”, its affiliates, directors, officers and all persons, if any, who control [·] within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act.  Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by the Representatives, any such separate firm for the Company, the LLC, their directors, their officers who signed the Registration Statement and any control persons of the Company or the LLC shall be designated in writing by the Company or the LLC and any such separate firm for the Selling Stockholders shall be designated in writing by the Attorneys-in-Fact or any one of them.  The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment.  Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified

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Person in accordance with such request prior to the date of such settlement, unless such failure to reimburse the Indemnified Person is based on a dispute with a good faith basis as to either the obligation of the Indemnifying Person arising under this Section 9 to indemnify the Indemnified Person or the amount of such obligation and the Indemnifying Person shall have notified the Indemnified Person of such good faith dispute prior to the date of such settlement.  No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

(e)Contribution.  If the indemnification provided for in paragraphs (a), (b) and (c) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, the LLC and the Selling Stockholders, on the one hand, and the Underwriters or [·] in its capacity as a “qualified independent underwriter”, as the case may be, on the other, from the offering of the Shares or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and the Selling Stockholders, on the one hand, and the Underwriters or [·] in its capacity as a “qualified independent underwriter”, as the case may be, on the other, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.  The relative benefits received by the Company and the Selling Stockholders, on the one hand, and the Underwriters or [·] in its capacity as a “qualified independent underwriter”, as the case may be, on the other, shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company and the Selling Stockholders from the sale of the Shares and the total underwriting discounts and commissions received by the Underwriters in connection therewith, in each case as set forth in the table on the cover of the Prospectus, or the fee to be received by [·] in its capacity as a “qualified independent underwriter”, as the case may be, bear to the aggregate offering price of the Shares.  The relative fault of the Company and the Selling Stockholders, on the one hand, and the Underwriters or [·] in its capacity as a “qualified independent underwriter”, as the case may be, on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Selling Stockholders or by the Underwriters or [·] in its capacity as a “qualified independent underwriter”, as the case may be, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(f)Limitation on Liability.  The Company, the LLC, the Selling Stockholders and the Underwriters agree that it would not be just and equitable if contribution pursuant to paragraph

30

(e) above were determined by pro rata allocation (even if the Selling Stockholders or the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (e) above.  The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (e) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim.  Notwithstanding the provisions of paragraphs (e) and (f), in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Shares exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The Underwriters’ obligations to contribute pursuant to paragraphs (e) and (f) are several in proportion to their respective purchase obligations hereunder and not joint.

(g)Non-Exclusive Remedies.  The remedies provided for in paragraphs (a) through (f) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.

10.Effectiveness of Agreement.  This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

11.Termination.  This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company and the Selling Stockholders, if after the execution and delivery of this Agreement and prior to the Closing Date or, in the case of the Option Shares, prior to the Additional Closing Date (i) trading generally shall have been suspended or materially limited on or by any of the Exchange or The Nasdaq Stock Market; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

12.Defaulting Underwriter.

(a)If, on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company and the Selling Stockholders on the terms contained in this Agreement.  If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then

31

the Company and the Selling Stockholders shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms.  If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company and the Selling Stockholders may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company, counsel for the Selling Stockholders or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes.  As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 12, purchases Shares that a defaulting Underwriter agreed but failed to purchase.

(b)If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, the Company and the Selling Stockholders as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed one-eleventh of the aggregate number of Shares to be purchased on such date, then the Company and the Selling Stockholders shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made.

(c)If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, the Company and the Selling Stockholders as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds one-eleventh of the aggregate amount of Shares to be purchased on such date, or if the Company and the Selling Stockholders shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Additional Closing Date, the obligation of the Underwriters to purchase Shares on the Additional Closing Date, shall terminate without liability on the part of the non-defaulting Underwriters.  Any termination of this Agreement pursuant to this Section 12 shall be without liability on the part of the Company or the LLC, except that the Company and the Selling Stockholders will continue to be liable for the payment of expenses as set forth in Section 13 hereof and except that the provisions of Section 9 hereof shall not terminate and shall remain in effect.

(d)Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, the LLC, the Selling Stockholders or any non-defaulting Underwriter for damages caused by its default.

13.Payment of Expenses.

(a)Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Selling Stockholders will pay or cause to be

32

paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable fees and expenses of counsel for the Underwriters in connection therewith), provided that such fees and expenses shall not exceed $[·]; (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA in an amount not to exceed $[·]; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the Exchange.  The provisions of this Section 13(a) shall not supersede or otherwise affect any agreement that the Company and the Selling Stockholders may otherwise have for the allocation of such expenses among themselves.

(b)If (i) this Agreement is terminated pursuant to Section 11, (ii) the Company or the Selling Stockholders for any reason fail to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement (other than pursuant to Section 12 hereof), the Company and the Selling Stockholders agree to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

14.Persons Entitled to Benefit of Agreement.  This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to in Section 9 hereof.  Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.  No purchaser of Shares from any Underwriter shall be deemed to be a successor merely by reason of such purchase.

15.Survival.  The respective indemnities, rights of contribution, representations, warranties and agreements of the Company, the LLC, the Selling Stockholders and the Underwriters contained in this Agreement or made by or on behalf of the Company, the LLC, the Selling Stockholders or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Shares and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company, the LLC, the Selling Stockholders or the Underwriters.

16.Certain Defined Terms.  For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities

33

Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.

17.Miscellaneous.

(a)Notices.  All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication.  Notices to the Underwriters shall be given to the Representatives: (w) c/o Deutsche Bank Securities Inc., 60 Wall Street, 2nd Floor, New York, New York 10005, Attention: Equity Capital Markets — Syndicate Desk, with a copy to Deutsche Bank Securities Inc., 60 Wall Street, 36th Floor, New York, New York 10005, Attention: General Counsel, fax: (212) 797-4561; (x) c/o J. P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention:  Equity Syndicate Desk, fax: (212) 622-8358; (y) c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated, One Bryant Park, New York, New York 10036 (fax: (646) 855 3073, Attention: Syndicate Department, with a copy to Merrill Lynch, Pierce, Fenner & Smith Incorporated, One Bryant Park, New York, New York 10036, Attention:  ECM Legal, fax: (212) 230-8730; and (z) c/o Goldman, Sachs & Co., 200 West Street, New York, New York 10282-2198, Attention: Registration Department.  Notices to the Company shall be given to it at 1505 S. Pavilion Center Drive, Las Vegas, NV 89135, Attention: General Counsel, fax: (702) 795-4245.

(b)Governing Law.  This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such state.

(c)Submission to Jurisdiction.  Each of the Company, the LLC and the Selling Stockholders hereby submit to the exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.  Each of the Company, the LLC and the Selling Stockholders waive any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts.  Each of the Company, the LLC and the Selling Stockholders agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company, the LLC and each Selling Stockholder, as applicable, and may be enforced in any court to the jurisdiction of which Company, the LLC and each Selling Stockholder, as applicable, is subject by a suit upon such judgment.

(d)Counterparts.  This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.

(e)Amendments or Waivers.  No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

34

(f)Headings.  The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

35

If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.

Very truly yours,
RED ROCK RESORTS, INC.
By:
	Title:
STATION HOLDCO LLC
By:
	Title:
[SELLING STOCKHOLDERS]
By:
	Name:
	Title:
By:
	Name:
	Title:
As Attorneys-in-Fact acting on
behalf of each of the Selling
Stockholders named in
Schedule 2 to this Agreement.

36

Accepted: As of the date first written above
DEUTSCHE BANK SECURITIES INC.
For itself and on behalf of the
several Underwriters listed
in Schedule 1 hereto.
By:
	Authorized Signatory
J.P. MORGAN SECURITIES LLC
For itself and on behalf of the
several Underwriters listed
in Schedule 1 hereto.
By:
	Authorized Signatory
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
For itself and on behalf of the
several Underwriters listed
in Schedule 1 hereto.
By:
	Authorized Signatory
GOLDMAN, SACHS & CO.
For itself and on behalf of the
several Underwriters listed
in Schedule 1 hereto.
By:
	Authorized Signatory

Schedule 1

Underwriter	Number of Shares
Deutsche Bank Securities Inc.	[·]
J.P. Morgan Securities LLC	[·]
Merrill Lynch, Pierce, Fenner & Smith Incorporated	[·]
Goldman, Sachs & Co.	[·]
Total

Sch. 1-1

Schedule 2

Selling Stockholders:	Attorneys-in-Fact:	Number of Underwritten Shares:	Number of Option Shares:
[·]	[·]	[·]	[·]
[·]	[·]	[·]	[·]
[·]	[·]	[·]	[·]

Sch. 2-1

Schedule 3

Reorganization Documents

Amended and Restated Certificate of Incorporation of Red Rock Resorts, Inc.

Third Amended and Restated LLC Agreement of Station Holdco LLC

Tax Receivable Agreement

Exchange Agreement

Blocker Merger Agreements

Synthetic Secondary Purchase Agreement

Sch. 3-1

Annex A

a.  Pricing Information Provided Orally by Underwriters

1.  Price per share:  $[·]

2.  Number of shares:  [·]

3.  Underwriting discounts and commission:  $[·]

[4.  [·]]

Annex B-1

Form of Opinion of Milbank, Tweed, Hadley & McCloy LLP,
Counsel for the Company and the LLC

[To be attached]

Annex B-2

Form of Opinion of Counsel For The Selling Stockholders

(i)The Underwriting Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Stockholder.

(ii)A Power of Attorney and a Custody Agreement have been duly authorized, executed and delivered by each Selling Stockholder and constitute valid and binding agreements of each Selling Stockholder in accordance with their terms.

(iii)Upon (a) payment for the Shares to be sold by the Selling Stockholder to the Underwriters as provided in the Underwriting Agreement, (b) the delivery of such Shares to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), (c) the registration of such Shares in the name of Cede or such other nominee and (d) the crediting of such Shares on the records of DTC to security accounts in the name of the Underwriters (assuming that neither DTC nor the Underwriter has notice of any adverse claim (as such phrase is defined in Section 8-105 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”)) to such Shares or any security entitlement in respect thereof), (i) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire a security entitlement in respect of such Shares and (iii) to the extent governed by Article 8 of the UCC, no action based on any “adverse claim” (as defined in Section 8-102 of the UCC) to such Shares may be asserted against the Underwriters; it being understood that for purposes of this opinion, such counsel may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or such other nominee as may be designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the securities account or accounts in the name of the Underwriters on the records of DTC will have been made pursuant to the UCC..

(iv)The sale of the Shares and the execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, the Underwriting Agreement, and the consummation of the transactions contemplated therein or by the Pricing Disclosure Package and the Prospectus, (i) have been duly authorized on the part of each of the Selling Stockholders, and (ii) will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which any Selling Stockholder is a party or by which any Selling Stockholder is bound or to which any of the property or assets of any Selling Stockholder is subject, nor will any such action result in any violation of the provisions of the charter or by-laws or similar organizational documents of any Selling Stockholder or any applicable

law or statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Stockholder or any of its properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the sale of the Shares or the consummation by the Selling Stockholders of the transactions contemplated by the Underwriting Agreement or by the Pricing Disclosure Package and the Prospectus, except such consents, approvals, authorizations, registrations or qualifications as have been obtained under the Securities Act and as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters.

The opinion of counsel described above shall be rendered to the Underwriters at the re-quest of the Selling Stockholders and shall so state therein.

Exhibit A

[Form of Waiver of Lock-up]

[Letterhead]

Corporation
Public Offering of Common Stock

, 20   

[Name and Address of
Officer or Director
Requesting Waiver]

Dear Mr./Ms. [Name]:

This letter is being delivered to you in connection with the offering by [Corporation] (the “Company”) of           shares of common stock, $       par value (the “Common Stock”), of the Company and the lock-up letter dated                              , 20   (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated                                    , 20  , with respect to            shares of Common Stock (the “Shares”).

[                ] hereby agrees to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective                                   , 20   ; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release].  This letter will serve as notice to the Company of the impending [waiver] [release].

Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect.

Yours very truly,

[Signature of [·]]

[Name of [·]]

cc:  Company

Exhibit B

[Form of Press Release]

Red Rock Resorts, Inc.
[Date]

Red Rock Resorts, Inc. (the “Company”) announced today that [        ], the [               ] in the Company’s recent public sale of       shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to       shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on                                   ,  20  , and the shares may be sold on or after such date.

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

2

Exhibit C

FORM OF TERM SHEET

[None.]

3

Exhibit D

FORM OF LOCK-UP AGREEMENT

[To be attached]

4

EX-4.1

EXHIBIT 4.1 PROOF PROOF A C O M M O N S T O C K SEE REVERSE FOR CERTAIN DEFINITIONS INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE this Certifies that: PROOF is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $0.01 PAR VALUE EACH OF Red Rock ResoRts, Inc. transferable on the books of the Corporation in person or by attorney upon surrender of this certificate duly endorsed or assigned. This certificate and the shares represented hereby are subject to the laws of the State of Delaware, and to the Certificate of Incorporation and Bylaws of the Corporation, as now or hereafter amended. This certificate is not valid until countersigned by the Transfer Agent. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. DateD: PRESIDENT EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC BROOKLYN, NY TRANSFER AGENT AND REGISTRAR BY: AUTHORIZED SIGNATURE CUSIP SHARES NUMBER

THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER, UPON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNA-TIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED, SO FAR AS THE SAME HAVE BEEN DETERMINED, AND OF THE AUTHORITY, IF ANY, OF THE BOARD TO DIVIDE THE SHARES INTO CLASSES OR SERIES AND TO DETERMINE AND CHANGE THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF ANY CLASS OR SERIES. SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT NAMED ON THIS CERTIFICATE. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM TEN ENT JT TEN - - - as tenants in common as tenants by the entireties as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - ....................Custodian.................... (Cust) (Minor) under Uniform Gifts to Minors Act................... (State) Additional abbreviations may also be used though not in the above list. For Value Received, hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) Shares of the stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. Signature(s) Guaranteed By The Signature(s) must be guaranteed by an eligible guarantor institution (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with membership in an approved Signature Guarantee Medallion Program), pursuant to SEC Rule 17Ad-15. COLUMBIA PRINTING SERVICES, LLC - www.stockinformation.com

EX-10.2

Exhibit 10.2

RED ROCK RESORTS, INC.

FORM OF

INDEMNIFICATION AGREEMENT

NAME OF DIRECTOR/INDEMNITEE

[          ], 2016

FORM OF

RED ROCK RESORTS, INC.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) has been made and executed this       day of          , 2016, by and between Red Rock Resorts, Inc., a Delaware corporation (the “Company”), Station Casinos LLC, a Nevada limited liability company (“Station LLC”), and                    , an individual resident of                     (the “Indemnitee”).

WHEREAS, it is essential for the Company to retain and attract as officers and directors the most capable persons available;

WHEREAS, Indemnitee is currently serving as an officer or director of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against officers and directors of public companies in today’s environment;

WHEREAS, Article V of the Amended and Restated Bylaws of the Company (the “Bylaws”), as currently in effect, requires the Company to indemnify and advance expenses to its directors to the full extent permitted by law and the Indemnitee has been serving and continues to serve as an officer and/or director of the Company in part in reliance on such provisions;

WHEREAS, in recognition of the Indemnitee’s need for substantial protection against personal liability in order to enhance the Indemnitee’s continued service to the Company in an effective manner, the Indemnitee’s reliance on the aforesaid Bylaw provisions, and, in part, to provide the Indemnitee with specific contractual assurances that the protection promised by the Bylaws will be available to the Indemnitee, the Company wishes to provide in this Agreement for the indemnification of, and the advancement of expenses to, the Indemnitee to the fullest extent (whether partial or complete) permitted by law, and, for the continued coverage of the Indemnitee under, and the maintenance of, the Company’s directors’ and officers’ liability insurance policies; and

WHEREAS, the Board of Directors of the Company has determined that (i) it is essential to the best interests of the Company’s stakeholders that the Company act to assure the Indemnitee that there will be increased certainty of such protection in the future, and that (ii) it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify the Indemnitee to the fullest extent permitted by applicable law as provided in this Agreement so that he will be able to act in his capacity as an officer and/or director of the Company free from undue concern that he will not be so indemnified.

NOW THEREFORE, in consideration of the premises and the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and

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sufficiency of which are hereby acknowledged, the Company and the Indemnitee, intending to be legally bound hereby, agree as follows:

Section 1.              Definitions; Rules of Construction.

(a)           For purposes of this Agreement, the following terms have the meanings ascribed to them below:

“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by or under indirect common control with such specified Person.  For purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Expenses” means all expenses and other costs incurred by or on behalf of an Indemnitee, including, without limitation, all attorneys’ fees and other costs, expenses and obligations paid or incurred in connection with investigating, defending, being a witness in, participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Proceeding relating to any Indemnifiable Claim.

“Indemnifiable Claim” means any event or occurrence, whether occurring before, on or after the date of this Agreement, related to or arising out of the fact that the Indemnitee is or was a director, officer, employee, member, manager, trustee, agent or fiduciary of the Company or any of its current, former, or future Affiliates, or is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee, agent or fiduciary of any other Person or by reason of any act or omission by the Indemnitee in any such capacity.

“Person” means an individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust or other entity, enterprise or unincorporated organization, or any government or agency or political subdivision thereof.  For the avoidance of doubt, the term “Person” shall include any employee benefit plan.

“Proceeding” shall mean any threatened, asserted, pending or completed civil, criminal, administrative, investigative or other action, suit or proceeding of any kind whatsoever, including any arbitration, mediation, judicial reference, or other alternative dispute resolution mechanism, or any appeal of any kind thereof, or any inquiry or investigation, whether instituted by the Company, any governmental agency or any other party or Person, that the Indemnitee in good faith believes might lead to the institution of any such civil, criminal, administrative, investigative or other action, suit or proceeding, whether civil, criminal, administrative, investigative or other, including any arbitration, mediation, judicial reference, or other alternative dispute resolution mechanism.

(b)           References in this Agreement to “writing” or comparable expressions include a reference to transmission by electronic mail, facsimile or comparable means of communication; words expressed in the singular number shall include the plural and vice versa; words expressed in the masculine shall include the feminine and neuter gender and vice versa; references to sections, paragraphs, and words of similar import are references to the sections,

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paragraphs, etc. of this Agreement; references to “day” or “days” are to calendar days; the words “hereof”, “herein”, “hereto” and “hereunder”, and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any provision of this Agreement; this “Agreement” or any other agreement or document shall be construed as a reference to this Agreement or, as the case may be, such other agreement or document as the same may have been, or may from time to time be, amended, varied, novated or supplemented; and “include,” “includes,” and “including” are deemed to be followed by “without limitation,” whether or not they are in fact followed by such words or words of similar import.

Section 2.              Indemnification.

The Company hereby irrevocably agrees to indemnify the Indemnitee to the fullest extent permitted by applicable Delaware law, as in effect from time to time, subject to Section 12.  Without diminishing the scope of the indemnification provided by this Section, the rights of indemnification of the Indemnitee provided hereunder shall include, but shall not be limited to, those rights hereinafter set forth in this Agreement, except that no indemnification shall be available to the Indemnitee:

A.on account of any suit in which judgment is rendered against the Indemnitee for (i) disgorgement of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of any other federal, state or local statutory law, or (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based compensation or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, in each case pursuant to Section 304 or 306 of the Sarbanes-Oxley Act of 2002 and the rules and regulations under of the Exchange Act adopted pursuant thereto, but in each such case only with respect to Expenses directly attributable to the defense of the claims on which judgment is so rendered against the Indemnitee;

B.in any circumstance where such indemnification is expressly prohibited by applicable law;

C.where payment has already been made to an Indemnitee under any insurance policy maintained by the Company or its subsidiaries, except with respect to any excess beyond the amount actually paid under any such insurance policy, unless Indemnitee is required to return any such amounts paid under insurance policies to the insurance provider pursuant to the terms of the applicable insurance policy and Indemnitee would otherwise be entitled to indemnification pursuant to the terms of this Agreement; or

D.in connection with any proceeding (or part thereof) initiated by the Indemnitee, or any proceeding by the Indemnitee against the Company or its directors, officers, employees or other Indemnitees, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Company, (iii) such indemnification is provided by the Company

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in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iv) such proceeding is to enforce this Agreement as provided in Section 11 or 15  hereof.

Section 3.              Actions Other Than by or in the Right of the Company.

The Indemnitee shall be entitled to the indemnification rights provided in this Section 3 if the Indemnitee was or is a party or is threatened to be made a party to any Proceeding, other than an action by or in the right of the Company, arising out of or relating to any Indemnifiable Claim.

Section 4.              Actions by or in the Right of the Company.

The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if he was or is a party or is threatened to be made a party to any Proceeding brought by or in the right of the Company to procure a judgment in its favor arising out of or relating to any Indemnifiable Claim.  Pursuant to this Section 4, the Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines and amounts paid in settlement actually incurred by him in connection with such Proceeding, unless it is finally determined by a court of competent jurisdiction that he did not act in good faith and in a manner he reasonably believed to be in or not opposed to be the best interests of the Company; provided, however, that no such indemnification shall be made in respect of any claim, issue, or matter as to which applicable law expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware 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, the Indemnitee is fairly and reasonably entitled to indemnification for such expenses and costs which such court shall deem proper.

Section 5.              Additional Indemnity.

In addition to the indemnification provided in Sections 2, 3 and 4 of this Agreement, but subject to the limitations set forth in Section 2, the Company shall, and hereby does, irrevocably agree to indemnify and hold harmless the Indemnitee against all Expenses, damages, losses, liabilities, judgments, penalties, fines (whether civil, criminal or other), ERISA excise taxes, amounts paid or payable in settlement, including any interest, assessments and all other charges paid or payable by him in connection with any Proceeding arising out of or related to an Indemnifiable Claim.

Section 6.              Indemnification as a Witness; Mandatory Indemnification.

Notwithstanding the other provisions of this Agreement, to the extent that the Indemnitee has served on behalf of the Company or any of its past, current, or future Affiliates as a witness, or is made (or asked) to respond to discovery requests, or otherwise participate in any claim, action or proceeding, or has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in Sections 2 through 5 hereof, or in defense of any claim, issue or matter therein, including, but not limited to, the dismissal of any action without prejudice, he shall be indemnified against all Expenses incurred by him in connection therewith.

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Section 7.              Partial Indemnification.

If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, penalties, fines, or amounts paid in settlement actually incurred by him in connection with any Proceeding in connection with an Indemnifiable Claim, but is not entitled to indemnification for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, penalties, fines, and amounts paid or payable to which the Indemnitee is entitled.

Section 8.              Determination of Entitlement to Indemnification.

It is the intention of the parties that this Agreement provide the Indemnitee with rights to indemnification that are as favorable as may be permitted by Delaware law and the public policy of the State of Delaware.  Accordingly, the parties agree that the following procedures and presumptions shall apply in the event that there is any question as to whether the Indemnitee is entitled to indemnification under this Agreement.

(a)  To obtain indemnification under this Agreement, the Indemnitee shall submit to the Company a written request, including such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification.  The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that the Indemnitee has requested indemnification.  Any Expenses incurred by the Indemnitee in connection with his request for indemnification hereunder shall be borne by the Company.  Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee except to the extent the Company was materially prejudiced by such failure.

(b)          Anyone seeking to overcome the presumption that an Indemnitee is entitled to indemnification hereunder shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(c)           The Indemnitee shall be deemed to have acted in good faith if the Indemnitee’s action is based on the records or books of account of the Company or any of its past, current, or future Affiliates, including financial statements, or on information supplied to the Indemnitee by the officers of the Company or any of its past, current, or future Affiliates in the course of their duties, or on the advice of legal counsel for the Company or on information or records given or reports made to the Company or any of its past, current, or future Affiliates by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or any of its past, current, or future Affiliates.  In addition, the knowledge and/or actions, or failure to act, of any other director, officer, employee, member, manager, trustee, agent or fiduciary of the Company or any of its past, current, or future Affiliates shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement.

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(d)           The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty.  In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such Proceeding with or without payment of money or other consideration and any resolution of a Proceeding through arbitration or mediation, irrespective of any allocation of fault or damages awarded by a mediator or arbitrator) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.  In addition, the termination of any Proceeding by judgment, order, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself: (i) create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful; or (ii) otherwise adversely affect the rights of the Indemnitee to indemnification, except as may be provided herein.

Section 9.              Advancement of Expenses and Costs.

All Expenses actually incurred or to be paid by the Indemnitee shall be paid by the Company in connection with any Proceeding, if so requested by the Indemnitee, within 10 days after the receipt by the Company of a statement or statements from the Indemnitee requesting such advance or advances.  The Indemnitee may submit such statements from time to time and shall reasonably evidence the Expenses actually incurred or to be paid in connection therewith.  The Indemnitee’s entitlement to such Expenses shall include those incurred in connection with any Proceeding by the Indemnitee seeking an adjudication or award in arbitration or otherwise pursuant to this Agreement.  Such advances shall be unsecured and interest free and shall be made without regard to Indemnitee’s ability to repay the advances and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement.  Indemnitee shall be entitled to continue to receive advancement pursuant to this Section 9 unless and until the matter of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists.  Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it ultimately is determined by court order or judgment from which no further right of appeal exists that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement.  No form of undertaking shall be required to qualify for advances made hereunder other than the execution of this Agreement.

Section 10.            Payment Directions; Subrogation.

To the extent payments are required to be made hereunder, the Company shall, in accordance with Indemnitee’s request (but without duplication), (a) pay such amounts on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such amounts, or (c) reimburse Indemnitee for such amounts; provided that the Company shall not be liable to make any payment to Indemnitee to the extent Indemnitee has otherwise received payment under any insurance policy or otherwise of the amounts otherwise indemnifiable by the Company hereunder.  In the event of payment to Indemnitee under this Agreement, the Company shall be

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subrogated to the extent of such payment to all of the rights of recovery of Indemnitee.  Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

Section 11.Remedies of the Indemnitee in Cases of Failure to Indemnify or to Advance Expenses.

If payment has not been timely made or if Expenses or other amounts are not timely advanced pursuant to Section 9, the Indemnitee shall be entitled to a final adjudication in the Court of Chancery of the State of Delaware of his entitlement to such indemnification or advance.  The Company shall also be precluded from asserting in any judicial proceeding that the procedures and presumptions of this Agreement are not valid, binding and enforceable and agrees to stipulate in any such court that the Company is bound by all the provisions of this Agreement and is precluded from making any assertions to the contrary.  Until such time, if any, as it is ultimately determined that Indemnitee is not entitled to indemnification, advancement of Expenses or insurance recovery, the Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be.

Section 12.Non-Exclusivity; Insurance.

(a)The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may now or in the future be entitled under any provision of the Certificate of Incorporation or Bylaws of the Company, any vote of stockholders, any other agreement with the Company, any provision of law or otherwise.  No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of the Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee prior to such amendment or alteration.  To the extent that a change in the Delaware General Corporation Law, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Certificate of Incorporation, Bylaws and this Agreement, it is the intent of the parties hereto that the Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.  However, in the event of any change in the Delaware General Corporation Law which narrows the right of a Delaware corporation to indemnify Indemnitee, such changes, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement shall have no effect on this Agreement or the parties’ rights and obligations hereunder.  Moreover, no right or remedy herein conferred on Indemnitee is intended to be exclusive of any other right or remedy of Indemnitee, and every other right and remedy of Indemnitee shall be cumulative and in addition to every other right and remedy of Indemnitee given hereunder or now or hereafter

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existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder by Indemnitee, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy by Indemnitee.

(b)For the duration of Indemnitee’s service as an officer or director of the Company and for a period of  no less than six years after the termination of Indemnitee’s service as an officer or director of the Company, and thereafter for so long as Indemnitee shall be subject to any Proceeding, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to continue to maintain in effect policies of directors’ and officers’ liability insurance providing coverage that is substantially comparable in scope and amount to that provided by the Company’s current policies of directors’ and officers’ liability insurance.

(c)The Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any other director, agent or fiduciary of the Company under such policy or policies.  The Company shall give prompt notice of the commencement of any Proceeding to the insurers in accordance with the procedures set forth in the applicable directors’ and officers’ liability insurance policies.  The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

Section 13.Tail Coverage.

In the event of a merger, consolidation, sale of all or substantially all of the Company’s assets or reorganization pursuant to proceedings initiated under applicable bankruptcy law in a court of competent jurisdiction, and except to the extent the Indemnitee agrees that such insurance shall not be required (which agreement shall not be unreasonably withheld), the Company shall for a period of at least six years following the date such transaction is consummated maintain, or cause to be maintained in effect, directors’ and officers’ liability and fiduciary insurance policies covering acts and omissions of the Indemnitee on terms with respect to such coverage and in amounts substantially consistent with those set forth in the relevant policy in effect on the date such transaction is consummated; provided that the Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any other director, agent or fiduciary of the Company under such policy or policies.  The Company may elect in lieu of the foregoing insurance to obtain and fully pay for a directors’ and officers’ liability and fiduciary policy or policies with a claims period of at least six years from the date such transaction is consummated in an amount and scope that is substantially consistent with the Company’s policies existing prior to the consummation of such transaction with respect to matters existing or occurring at or prior to the time such transaction is consummated.  Notwithstanding the foregoing, in the event that the premium payable in respect of the insurance coverage described in this Section 13 is in excess of 300% of the annual premium applicable to the Company’s directors’ and officers’ liability and fiduciary policies immediately prior to the consummation of such transaction, the Company shall only be required to obtain the most advantageous policies of directors’ and officers’ liability and fiduciary insurance (as reasonably determined by the Company) as shall be available at such premium. In the event of a conflict between this Section 13 and Section 12

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hereof, the provisions of this Section 13 shall govern.

Section 14.Attorneys’ Fees and Other Expenses to Enforce Rights.

In the event that the Indemnitee is subject to or intervenes in any proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication or award in arbitration or otherwise to enforce his rights under, or to recover damages for breach of, this Agreement, the Indemnitee shall, regardless of whether he prevails in whole or in part in such action, be entitled to recover from the Company and shall be indemnified by the Company against any actual Expenses reasonably incurred by him in connection therewith, to the extent not prohibited by applicable law.

Section 15.Defense of Proceedings.

The Company shall be entitled to participate in the defense of any Proceeding relating to an Indemnifiable Claim or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee believes that (i) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any such Proceeding (including any impleaded parties) include the Company or any subsidiary of the Company and the Indemnitee concludes that there may be one or more legal defenses available to him that are different from or in addition to those available to the Company or any subsidiary of the Company, or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel at the Company’s expense including for the purposes of monitoring the Proceeding (so that such counsel will be prepared to potentially assume Indemnitee’s defense).  Further, the Company shall be required to obtain Indemnitee’s prior written approval before entering into any settlement arising from a Proceeding which would impose any penalty or limitation on Indemnitee.

Section 16.Information Sharing.

If Indemnitee is the subject of or is implicated in any way during an investigation, whether formal or informal, the Company shall notify Indemnitee that such investigation has been undertaken or is ongoing and share with Indemnitee any information the Company has furnished to any third parties concerning the investigation, in each case to the extent not prohibited by applicable law and to the extent that the Company reasonably determines that it or its legal position or defenses will not be prejudiced by the disclosure or sharing of such information.

Section 17.Duration of Agreement.

This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the Indemnitee has ceased to serve as a director, officer, employee, member, manager, trustee, agent or fiduciary of the Company or to serve at the request of the Company as a director, officer, employee, member, manager, trustee, agent or fiduciary of any other Person (or longer should any applicable statute of limitations be tolled), and (b) the final termination of all pending or threatened Proceedings to which the Indemnitee may be subject by reason of the fact

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that he is or was a director, officer, employee, member, manager, trustee, agent or fiduciary of the Company or is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee, agent or fiduciary of any other Person or by reason of any act or omission by him in any such capacity.  The indemnification provided under this Agreement shall continue as to the Indemnitee even though he may have ceased to be a director or officer of the Company or any of its past, current, or future Affiliates.  This Agreement shall be binding upon the Company and its successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company) and assigns, and inure to the benefit of Indemnitee and Indemnitee’s heirs, executors, administrators, legal representatives and assigns.  The Company shall use its commercially reasonable efforts to require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

Section 18.Severability.

If any provision or provisions of this Agreement shall be held invalid, illegal or unenforceable for any reason whatsoever, (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, but not limited to, all portions of any Sections of this Agreement containing any such provision held to be invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby, and (b) to the fullest extent possible, the provisions of this Agreement (including, but not limited to, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifest by the provision held invalid, illegal or unenforceable.

Section 19.Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement.  Only one such counterpart signed by the party against whom enforceability is sought shall be required to be produced to evidence the existence of this Agreement.

Section 20.Captions.

The captions and headings used in this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

Section 21.Modification and Waiver.

No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. However, no other agreement may impair Indemnitee’s rights under this Agreement, unless it is signed by the

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Indemnitee and expressly states that it is diminishing the rights of the Indemnitee under this Agreement.

Section 22.Enforcement.

The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer, employee or director of the Company or any of its past, current, or future Affiliates.

The Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting the Indemnitee’s rights to receive advancement of expenses under this Agreement.

Section 23.Notices.

All notices, requests, demands or other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand with receipt acknowledged by the party to whom said notice or other communication shall have been directed or if (ii) mailed by certified or registered mail, return receipt requested, with postage prepaid, on the date shown on the return receipt:

If to the Indemnitee, at the address set forth on the signature page hereof.

If to the Company, to:

Red Rock Resorts, Inc.

Attention:  General Counsel

1505 South Pavilion Center Drive

Las Vegas, Nevada 89135

Telephone:  702-495-3000

or to such other address as may be furnished to the Indemnitee by the Company or to the Company by the Indemnitee, as the case may be.

Section 24.Governing Law.

The parties hereto agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, applied without giving effect to any conflicts-of-law principles.  The exclusive forum for any dispute arising out of this agreement shall be the Court of Chancery of the State of Delaware.

Section 25.            Performance.

Station LLC agrees that if the Company is unable to perform all or part of its obligations under this Agreement then Station LLC will perform such obligations of the Company in the same manner and to the same extent the Company would be required to perform.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

RED ROCK RESORTS, INC.
By:
	Name:
	Title:
STATION CASINOS LLC
By:
	Name:
	Title:
INDEMNITEE:
Name:
Address for Notices:
Attention: General Counsel
1505 South Pavilion Center Drive
Las Vegas, Nevada 89135
Telephone: 702-495-3000
With a copy (which shall not constitute notice) to:
Facsimile:

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EX-10.5

Exhibit 10.5

FORM OF EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of [        , 2016] (the “Execution Date”), by and among STATION CASINOS LLC, a Nevada limited liability company (the “Company”), RED ROCK RESORTS, INC., a Delaware corporation (the “Parent”), and Frank J. Fertitta III (the “Executive”).

WHEREAS, in connection with the initial public offering of the Parent (the “IPO”), the Company, the Parent and the Executive (each individually a “Party” and together the “Parties”) desire to enter into this Agreement, as set forth herein; and

WHEREAS, contemporaneous with the Executive’s entry into this Agreement, the Executive is entering into a separate Termination Agreement with the Company and/or its applicable current or former affiliate(s) (including, if applicable, Fertitta Entertainment LLC) with respect to the termination of any prior employment agreement(s) or similar arrangement(s) between or among such parties;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the Parties agree as follows:

1.DEFINITIONS.  In addition to certain terms defined elsewhere in this Agreement, the following terms shall have the following respective meanings:

1.1“Affiliate” shall mean any Person directly or indirectly controlling, controlled by or under common control with the Company (including the Parent and any Person directly or indirectly controlling, controlled by or under common control with the Parent).

1.2“Base Salary” shall mean the salary provided for in Section 3.1 of this Agreement, as the same may be increased thereunder.

1.3“Board” shall mean the Board of Directors of the Parent, including any successor of the Parent in the event of a Change in Control.

1.4“Cause” shall mean that the Executive has been found unsuitable to hold a gaming license by final, non-appealable decision of the Nevada Gaming Commission.

1.5“Change in Control” shall mean the occurrence of any of the following events:

(a)Following the IPO Date, the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a Permitted Holder, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the combined voting power of the then-outstanding securities entitled to vote generally in the election of members of the Board (the “Voting Power”) at such time; provided that the following acquisitions shall not constitute a Change in Control: (i) any such acquisition directly from the Parent; (ii) any such acquisition by the Parent; (iii) any such acquisition by any employee benefit plan (or related trust) sponsored or

maintained by the Parent or any of its subsidiaries; or (iv) any such acquisition pursuant to a transaction that complies with clauses (i), (ii) and (iii) of paragraph (c) below; or

(b)individuals who, as of the IPO Date, constitute the Board (the “Incumbent Board”) cease for any reason (other than death or disability) to constitute at least a majority of the Board; provided, that any individual becoming a director subsequent to the IPO Date, whose election, or nomination for election by the Parent’s stockholders, was approved by a vote of the directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Parent in which such person is named as a nominee for director, without objection to such nomination) shall be considered as though such individual was a member of the Incumbent Board, but excluding for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than either the Board or any Permitted Holder; or

(c)consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Parent (a “Business Combination”), in each case, unless following such Business Combination, (i) either (A) Permitted Holders or (B) all or substantially all of the individuals and entities who were the beneficial owners of the Voting Power immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such transaction (including an entity that, as a result of such transaction, owns the Parent or substantially all of the Parent’s assets either directly or through one or more subsidiaries) and, in the case of the foregoing clause (B), in substantially the same proportions relative to each other as their ownership immediately prior to such transaction of the securities representing the Voting Power, (ii) no Person (excluding any Permitted Holder, any entity resulting from such transaction or any employee benefit plan (or related trust) sponsored or maintained by the Parent or such entity resulting from such transaction) beneficially owns, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock of the entity resulting from such transaction, or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to such transaction, and (iii) at least a majority of the members of the board of directors of the entity resulting from such transaction were members of the Incumbent Board at the time of the execution of the initial agreement with respect to, or the action of the Board providing for, such transaction; or

(d)approval by the stockholders of the Parent of a complete liquidation or dissolution of the Parent.

Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any deferred compensation that is subject to Section 409A of the Code, then, to the extent required to avoid the imposition of additional taxes under Section 409A of the Code, the

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transaction or event described in paragraph (a), (b), (c) or (d) above, with respect to such deferred compensation, shall only constitute a Change in Control for purposes of the payment timing of such deferred compensation if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5).

1.6“Code” shall mean the Internal Revenue Code of 1986, as amended.

1.7“Company Group” shall mean the Parent together with its subsidiaries.

1.8“Company Property” shall mean all property, items and materials provided by the Company or any Affiliate to the Executive, or to which the Executive has access, in the course of his employment, including all files, records, documents, drawings, specifications, memoranda, notes, reports, manuals, equipment, computer disks, videotapes, blueprints and other documents and similar items relating to the Company or any Affiliate, or their respective customers, whether prepared by the Executive or others, and any and all copies, abstracts and summaries thereof.

1.9“Confidential Information” shall mean all nonpublic and/or proprietary information respecting the business of the Company or any Affiliate, including products, programs, projects, promotions, marketing plans and strategies, business plans or practices, business operations, employees, research and development, intellectual property, software, databases, trademarks, pricing information and accounting and financing data.  Confidential Information also includes information concerning the Company’s or any Affiliate’s customers, such as their identity, address, preferences, playing patterns and ratings or any other information kept by the Company or any Affiliate concerning customers, whether or not such information has been reduced to documentary form.  Confidential Information does not include information that is, or becomes, available to the public unless such availability occurs through an unauthorized act on the part of the Executive or another person with an obligation to maintain the confidentiality of such information.

1.10“Disability” shall mean a physical or mental incapacity that prevents the Executive from performing the essential functions of his position with the Company for a minimum period of 90 days as determined (a) in accordance with any long-term disability plan provided by the Company of which the Executive is a participant, or (b) by the following procedure:  The Executive agrees to submit to medical examinations by a licensed healthcare professional selected by the Company, in its sole discretion, to determine whether a Disability exists.  In addition, the Executive may submit to the Company documentation of a Disability, or lack thereof, from a licensed healthcare professional of his choice.  Following a determination of a Disability or lack of Disability by the Company’s or the Executive’s licensed healthcare professional, any other Party may submit subsequent documentation relating to the existence of a Disability from a licensed healthcare professional selected by such other Party.  In the event that the medical opinions of such licensed healthcare professionals conflict, such licensed healthcare professionals shall appoint a third licensed healthcare professional to examine the Executive, and the opinion of such third licensed healthcare professional shall be dispositive.

1.11“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

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1.12“Good Reason” shall mean and exist if, without the Executive’s prior written consent, one or more of the following events occurs:

(a)the Executive is not appointed to or is otherwise removed from the office(s) provided for in Section 2.3, for any reason other than the termination of his employment;

(b)the Executive suffers a material reduction in the authorities, duties or responsibilities associated with his position as described in Section 2.3, or the Executive is assigned any duties or responsibilities that are inconsistent with the scope of duties and responsibilities associated with the Executive’s position as described in Section 2.3;

(c)the Executive is required to relocate from, or maintain his principal office outside of, Las Vegas, Nevada;

(d)the Executive’s Base Salary is decreased by the Company;

(e)the Company or the Parent materially breaches this Agreement; or

(f)the Company fails to obtain a written agreement satisfactory to the Executive from any successor or assign of the Company to assume and perform this Agreement.

1.13“IPO Date” shall mean the date that the IPO and each of the transactions ancillary thereto, including the issuance and sale of capital stock in connection with the IPO, are consummated.

1.14“Las Vegas Strip” shall mean that area bounded by Koval Lane and straight extensions thereof on the East, Charleston Boulevard on the North, I-15 on the West, and Sunset Road on the South.

1.15“Permitted Holder” shall mean (a) (i) Frank J. Fertitta III and Lorenzo J. Fertitta and (ii) any lineal descendants of such persons; (b) executors, administrators or legal representatives of the estate of any person listed in clause (a) of this sentence; (c) heirs, distributees and beneficiaries of any person listed in clause (a) of this sentence; (d) any trust as to which any of the foregoing is a settlor or co-settlor; and (e) any corporation, partnership or other entity which is, directly or indirectly, controlling, controlled by or under common control with, any of the foregoing.

1.16“Person” shall mean any individual, firm, partnership, association, trust, company, corporation, limited liability company, joint-stock company, unincorporated organization, government, political subdivision or other entity.

1.17“Pro Rata Annual Bonus” shall mean the amount of Annual Bonus, multiplied by a fraction, the numerator of which is the number of days in such year during which the Executive was actually employed by the Company (or its predecessor) and the denominator of which is 365.

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1.18“Restricted Area” shall mean (a) the City of Las Vegas, Nevada, and the area within a 45-mile radius of that city, and (b) any area in or within a 100-mile radius of any other jurisdiction in which the Company or any of its Affiliates is directly or indirectly engaged in the development, ownership, operation or management of any gaming activities or is actively pursuing any such activities.

1.19“Restricted Period” shall mean the period beginning on the IPO Date and ending on the date that is the later of (a) the fifth anniversary of the IPO Date and (b) (i) with respect to the Restricted Area (other than the Las Vegas Strip), the second anniversary of the date of the Executive’s termination of employment with the Company Group, and (ii) with respect to the Las Vegas Strip, the first anniversary of the date of the Executive’s termination of employment with the Company Group; provided, however, that if the Executive’s employment with the Company Group is terminated, prior to the fifth anniversary of the IPO Date, by the Company without Cause or by the Executive for Good Reason, then the Restricted Period shall instead terminate at the time specified in the preceding clause (b).

1.20“Target Annual Bonus” shall mean an amount that is no less than 100% of the Executive’s then current Base Salary.

1.21“Term of Employment” shall mean the period specified in Section 2.2.

2.TERM OF EMPLOYMENT, POSITIONS AND RESPONSIBILITIES.

2.1Employment Accepted.  The Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, for the Term of Employment, in the positions and with the duties and responsibilities set forth in Section 2.3, and upon such other terms and conditions as are stated in this Agreement.

2.2Term of Employment.  The Term of Employment shall commence upon the IPO Date and, unless earlier terminated pursuant to the provisions of this Agreement, shall terminate upon the close of business on the day immediately preceding the fifth anniversary of the IPO Date.  In the event the IPO does not occur, this Agreement shall be null and void, and no Party shall be liable under this Agreement in any respect.

2.3Title and Responsibilities.  During the Term of Employment, the Executive shall be employed as the Chairman of the Board and Chief Executive Officer.  In carrying out his duties under this Agreement, the Executive shall report directly to the [Board].  During the Term of Employment, the Executive shall devote reasonable time and attention to the business and affairs of the Company and shall use his best efforts, skills and abilities to promote the interests of the Company Group.  Anything herein to the contrary notwithstanding, the Executive shall not be precluded from engaging in charitable and community affairs and managing his personal investments, to the extent such activities do not materially interfere with the Executive’s duties and obligations under this Agreement, it being expressly understood and agreed that, to the extent any such activities have been conducted by the Executive prior to the date of this Agreement and disclosed to the Board in writing prior to the date of this Agreement, the continued conduct of such activities (or, in lieu thereof, activities similar in nature and scope thereto) after the date of this Agreement shall be deemed not to interfere with the Executive’s

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duties and obligations to the Company under this Agreement.  The Executive may serve as a member of the board of directors of other corporations, subject to the approval of a majority of the Board, which approval shall not be unreasonably withheld or delayed.   At the option of the Company, upon the Executive’s termination of employment for any reason, any board or officer or other positions the Executive holds with the Company Group shall terminate and the Executive agrees to take any action necessary to effectuate the foregoing.

3.COMPENSATION.

3.1Base Salary.  During the Term of Employment, the Executive shall be entitled to receive a base salary payable no less frequently than in equal bi-weekly installments at an annualized rate of no less than $1,000,000 (the “Base Salary”).  Following the second anniversary of the IPO Date, the Base Salary shall be reviewed annually for increase (but not decrease) in the discretion of the Board.  In conducting any such annual review, the Board shall take into account any change in the Executive’s responsibilities, increases in the compensation of other executives of the Company or any Affiliate (or any comparable competitor(s) of the Company Group), the performance of the Executive, the results and projections of the Company Group and other pertinent factors.  Such increased Base Salary shall then constitute the Executive’s “Base Salary” for purposes of this Agreement.

3.2Annual Bonus.  The Company may pay the Executive an annual bonus (the “Annual Bonus”) for each calendar year ending during the Term of Employment in an amount that will be determined by the Board based on the performance of the Executive and of the business of the Company Group, but with a targeted annual payment amount (based upon achievement of applicable target-level performance) equal to the Target Annual Bonus.  The Annual Bonus awarded to the Executive shall be paid at the same time as annual bonuses are paid to other senior officers of the Company, and in any event no later than March 1 of the year following the calendar year in which such bonus is earned.

3.3Equity Incentives.  The Executive shall be eligible to participate in the Company’s and the Parent’s long-term incentive plans on terms determined by the Board to be commensurate with his position and duties.

3.4Certain Limitations.  Notwithstanding anything to the contrary herein, the Base Salary, Annual Bonus, any payment provided under Section 6 hereof,  and any participation in long-term incentive plans shall be subject to the limitations set forth in Article 11 of the Third Amended and Restated Limited Liability Company Agreement of Station Holdco, LLC, the Company’s parent, and, in the event of any conflict between the terms and provisions of this Agreement and those of such Article 11, the terms and provisions of such Article 11 shall govern.

4.EMPLOYEE BENEFIT PROGRAMS.

4.1Pension and Welfare Benefit Plans.  During the Term of Employment, the Executive shall be entitled to participate in all employee benefit programs made available to the Company’s executives or salaried employees generally, as such programs may be in effect from time to time, including pension and other retirement plans, group life insurance, group health

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insurance, accidental death and dismemberment insurance, long-term disability, sick leave (including salary continuation arrangements), vacations (of at least four weeks per year), holidays and other employee benefit programs sponsored by the Company; provided, however, that such benefits shall not duplicate the benefits provided pursuant to Section 4.2.

4.2Additional Pension, Welfare and Other Benefits.  Notwithstanding the foregoing, During the Term of Employment, the Company shall continue to provide the Executive with the same group health, executive medical, disability and life insurance-related coverage and/or benefits, and tax preparation services, as were in effect with respect to the Executive immediately prior to the IPO Date, in each instance on a basis (including substantially comparable cost) consistent with that provided to the Executive immediately prior to the IPO Date.

5.BUSINESS EXPENSE REIMBURSEMENT.  During the Term of Employment, the Executive shall be entitled to receive reimbursement by the Company for all reasonable out-of-pocket expenses incurred by him in performing services under this Agreement, subject to providing the proper documentation of said expenses.

6.TERMINATION OF EMPLOYMENT.

6.1Termination Due to Death or Disability.  The Executive’s employment shall be terminated immediately in the event of his death or Disability.  In the event of a termination due to the Executive’s death or Disability, the Executive or his estate, as the case may be, shall be entitled, in lieu of any other compensation whatsoever, to:

(a)Base Salary at the rate in effect at the time of his termination through the date of termination of employment;

(b)any Annual Bonus awarded but not yet paid, payable as specified in Section 3.2;

(c)a Pro Rata Annual Bonus for the fiscal year in which death or Disability occurs, payable as specified in Section 3.2;

(d)subject to Section 5, reimbursement for expenses incurred but not paid prior to such termination of employment; and

(e)such rights to other compensation and benefits as may be provided in applicable plans and programs of the Company, including applicable employee benefit plans and programs, according to the terms and provisions of such plans and programs.

6.2Termination by the Company for Cause.  The Company may terminate the Executive for Cause at any time during the Term of Employment by giving written notice to the Executive within 90 days of the Company first becoming aware of the existence of Cause, and, unless the Executive takes remedial action resulting in the cessation of Cause within 30 days of receipt of such notification, the Company may terminate his employment for Cause at any time during the 40-day period following the expiration of such 30-day period (or, if such act or failure to act is not susceptible to remedy, during the 40-day period following the Company’s provision

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of notice regarding the existence of Cause).  In the event of a termination for Cause, the Executive shall be entitled, in lieu of any other compensation whatsoever, to:

(a)Base Salary at the rate in effect at the time of his termination through the date of termination of employment;

(b)any Annual Bonus awarded but not yet paid, payable as specified in Section 3.2;

(c)subject to Section 5, reimbursement for expenses incurred but not paid prior to such termination of employment; and

(d)such rights to other benefits as may be provided in applicable plans and programs of the Company, including applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs.

6.3Termination by the Executive Without Good Reason.  The Executive may terminate his employment on his own initiative for any reason upon 30 days’ prior written notice to the Company; provided, however, that during such notice period, the Executive shall reasonably cooperate with the Company (at no cost to the Executive) in minimizing the effects of such termination on the Company Group.  Such termination shall have the same consequences as a termination for Cause under Section 6.2.

6.4Termination by the Company Without Cause.  Notwithstanding any other provision of this Agreement, the Company may terminate the Executive’s employment without Cause, other than due to death or Disability, at any time during the Term of Employment by giving written notice to the Executive.  In the event of such termination, the Executive shall be entitled, in lieu of any other compensation whatsoever, to:

(a)subject to Section 7.3, an amount equal to the Executive’s Base Salary at the rate in effect at the time of his termination, paid in 12 equal monthly installments;

(b)any Annual Bonus awarded but not yet paid, payable as specified in Section 3.2;

(c)subject to Section 7.3, a Pro-Rata Annual Bonus for the fiscal year in which such termination of employment occurs, payable as specified in Section 3.2;

(d)subject to Section 5, reimbursement of expenses incurred but not paid prior to such termination of employment;

(e)(i) continuation of the Executive’s group health insurance and long-term disability insurance, at the level in effect at the time of his termination of employment, through the end of the 12th month following such termination, or (ii) in the event the Company determines that continuation of such coverage is not permitted, a lump-sum payment to the Executive of the economic equivalent thereof (as if the Executive were employed during such period); and

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(f)such rights to other benefits as may be provided in applicable plans and programs of the Company, including applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs.

6.5Termination by the Executive With Good Reason.  The Company covenants and agrees that it will not take any action, or fail to take any action, that will provide Good Reason for the Executive to terminate this Agreement.  In the event that the Company takes any action, or fails to take any action, in violation of the proceeding sentence, then the Executive shall give, within 90 days of the Executive first becoming aware of the occurrence of such action or failure to act, written notice to the Company of the existence of Good Reason, and, unless the Company takes remedial action resulting in the cessation of Good Reason within 30 days of receipt of such notification, the Executive may terminate his employment for Good Reason at any time during the 40-day period following the expiration of such 30-day period (or, if such act or failure to act is not susceptible to remedy, during the 40-day period following the Executive’s provision of notice regarding the existence of Good Reason).  Such termination shall have the same consequences as a termination without Cause under Section 6.4.

7.CONDITIONS TO PAYMENTS.

7.1Timing of Payments.  Unless otherwise provided herein or required by law, any payments to which the Executive shall be entitled under Section 6 following the termination of his employment shall be made as promptly as practicable and in no event later than five business days following such termination of employment; provided, however, that any amounts payable pursuant to Section 6.4(a) (or the same amounts payable pursuant to Section 6.5) shall be payable beginning upon the Company’s first ordinary payroll date after the 30th day following the termination of his employment, subject to the satisfaction of the conditions set forth in Section 7.3 prior to such date.

7.2No Mitigation; No Offset.  In the event of any termination of employment under Section 6, the Executive shall be under no obligation to seek other employment and there shall be no offset against amounts due to the Executive on account of any remuneration attributable to any subsequent employment that the Executive may obtain.  Any amounts payable to the Executive are in the nature of severance payments, or liquidated damages, or both, and are not in the nature of a penalty.

7.3General Release.  No amounts payable to the Executive upon the termination of his employment pursuant to Section 6.4(a) or (c) (or the same amounts payable pursuant to Section 6.5) shall be made to the Executive unless and until he executes a general release substantially in the form annexed to this Agreement as Exhibit A and such general release becomes effective within 30 days after the date of termination pursuant to its terms.  If such release does not become effective within the time period prescribed above, the Company’s obligations under Section 6.4(a) or (c) (or the same amounts payable pursuant to Section 6.5) shall cease immediately.

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8.EXCISE TAX.

8.1Notwithstanding any other provisions in this Agreement, in the event that any payment or benefit received or to be received by the Executive (including any payment or benefit received in connection with a change in control of the Company or the termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement) (all such payments and benefits, together, the “Total Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, or any successor provision thereto (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, program, arrangement or agreement, the Company will reduce the Total Payments to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (but in no event to less than zero); provided, however, that the Total Payments will only be reduced if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state, municipal and local income and employment taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state, municipal and local income and employment taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).

8.2In the case of a reduction in the Total Payments, the Total Payments will be reduced in the following order (unless reduction in another order is required to avoid adverse consequences under Section 409A of the Code, in which case, reduction will be in such other order):  (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata.  Any reductions made pursuant to each of clauses (i)-(v) above will be made in the following manner: first, a pro-rata reduction of cash payment and payments and benefits due in respect of any equity not subject to Section 409A of the Code, and second, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A of the Code as deferred compensation.

8.3For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax:  (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no

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portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to the change in control, the Company’s independent auditor (the “Auditor”), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

8.4At the time that payments are made under this Agreement, the Company will provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations, including any opinions or other advice the Company received from Tax Counsel or the Auditor.  If the Executive objects to the Company’s calculations, the Company will pay to the Executive such portion of the Total Payments (up to 100% thereof) as the Executive determines is necessary to result in the proper application of this Section 8.  All determinations required by this Section 8 (or requested by either the Executive or the Company in connection with this Section 8) will be at the expense of the Company.  The fact that the Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 8 will not of itself limit or otherwise affect any other rights of the Executive under this Agreement.

9.INDEMNIFICATION.

9.1General.  The Company agrees that if the Executive is made a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (an “Indemnifiable Action”), by reason of the fact that he is or was a director or officer of the Company or the Parent or is or was serving at the request of the Company or the Parent as a director, officer, member, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Indemnifiable Action is alleged action in an official capacity as a director, officer, member, employee or agent he shall be indemnified and held harmless by the Company and the Parent to the fullest extent authorized by Nevada law and the Company’s and the Parent’s by-laws, as the same exist or may hereafter be amended (but, in the case of any such amendment to the Company’s or the Parent’s by-laws, only to the extent such amendment permits the Company or the Parent to provide broader indemnification rights than the Company’s or the Parent’s by-laws permitted the Company or the Parent to provide before such amendment, as applicable), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith.  The indemnification provided to the Executive pursuant to this Section 9 shall be in addition to, and not in lieu of, any indemnification provided to the Executive pursuant to (a) any separate indemnification agreement between the Executive and any member of the Company Group, (b) the Company’s

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and/or the Parent’s charter and/or bylaws, and/or (c) applicable law; provided that nothing herein or therein shall entitle the Executive to recover any expense, liability or loss more than once.

9.2Procedure.  The indemnification provided to the Executive pursuant to this Section 9 shall be subject to the following conditions:

(a)The Executive must promptly give the Company written notice of any actual or threatened Indemnifiable Action and, upon providing such notice, the Executive shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption in reaching any contrary determination; provided, however, that the Executive’s failure to give such notice shall not affect the Company’s obligations hereunder;

(b)The Company will be permitted, at its option, to participate in, or to assume, the defense of any Indemnifiable Action, with counsel approved by the Executive; provided, however, that (i) the Executive shall have the right to employ his own counsel in such Indemnifiable Action at the Executive’s expense; and (ii) if (A) the retention of counsel by the Executive has been previously authorized by the Company, (B) the Executive shall have concluded, based on the advice of his legal counsel, that there may be a conflict of interest between the Company and the Executive in the conduct of any such defense, or (C) the Company shall not, in fact, have retained counsel to assume the defense of such Indemnifiable Action, the fees and expenses of the Executive’s counsel shall be at the expense of the Company; and provided, further, that the Company shall not settle any action or claim that would impose any limitation or penalty on the Executive without obtaining the Executive’s prior written consent, which consent shall not be unreasonably withheld;

(c)The Executive must provide reasonable cooperation to the Company in the defense of any Indemnifiable Action; and

(d)The Executive must refrain from settling any Indemnifiable Action without obtaining the Company’s prior written consent, which consent shall not be unreasonably withheld.

9.3Advancement of Costs and Expenses.  The Company agrees to advance all costs and expenses referred to in Sections 9.1 and 9.6; provided, however, that the Executive agrees to repay to the Company any amounts so advanced only if, and to the extent that, it shall ultimately be determined by a court of competent jurisdiction that the Executive is not entitled to be indemnified by the Company or the Parent as authorized by this Agreement.  The advances to be made hereunder shall be paid by the Company to or on behalf of the Executive within 20 days following delivery of a written request therefor by the Executive to the Company.  The Executive’s entitlement to advancement of costs and expenses hereunder shall include those incurred in connection with any action, suit or proceeding by the Executive seeking a determination, adjudication or arbitration in award with respect to his rights and/or obligations under this Section 9.

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9.4Non-Exclusivity of Rights.  The right to indemnification and the payment of expenses incurred in defending an Indemnifiable Action in advance of its final disposition conferred in this Section 9 shall not be exclusive of any other right which the Executive may have or hereafter may acquire under any statute, provision of the certificate of incorporation or by-laws of the Company or the Parent, agreement, vote of stockholders or disinterested directors or otherwise.

9.5D&O Insurance.  The Company will maintain a directors’ and officers’ liability insurance policy covering the Executive that provides coverage that is reasonable in relation to the Executive’s position during the Term of Employment.

9.6Witness Expenses.  Notwithstanding any other provision of this Agreement, the Company and the Parent shall indemnify the Executive if and whenever he is a witness or threatened to be made a witness to any action, suit or proceeding to which the Executive is not a party, by reason of the fact that the Executive is or was a director or officer of the Company or its Affiliates or by reason of anything done or not done by him in such capacity, against all expense, liability and loss incurred or suffered by the Executive in connection therewith; provided, however, that if the Executive is no longer employed by the Company, the Company will compensate him, on an hourly basis, for all time spent (except for time spent actually testifying), at either his then current compensation rate or his Base Salary at the rate in effect as of the termination of his employment, whichever is higher.

9.7Survival.  The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement, regardless of the reason for such termination.

10.DUTY OF LOYALTY.

10.1General.  The Parties hereto understand and agree that the purpose of the restrictions contained in this Section 10 is to protect the goodwill and other legitimate business interests of the Company and its Affiliates and that the Company would not have entered into this Agreement in the absence of such restrictions.  The Executive acknowledges and agrees that the restrictions are reasonable and do not, and will not, unduly impair his ability to earn a living after the termination of his employment with the Company.

10.2Confidential Information.  The Executive understands and acknowledges that Confidential Information constitutes a valuable asset of the Company and its Affiliates and may not be converted to the Executive’s own or any third party’s use.  Accordingly, the Executive hereby agrees that he shall not, directly or indirectly, during the Term of Employment or at any time after the termination of his employment, disclose any Confidential Information to any Person not expressly authorized by the Company to receive such Confidential Information.  The Executive further agrees that he shall not, directly or indirectly, during the Term of Employment or at any time after the termination of his employment, use or make use of any Confidential Information in connection with any business activity other than that of the Company.  The Parties acknowledge and agree that this Agreement is not intended to, and does not, alter the Company’s or the Parent’s rights, or the Executive’s obligations, under any state or federal statutory or common law regarding trade secrets and unfair trade practices.

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10.3Company Property.  All Company Property is and shall remain exclusively the property of the Company.  Unless authorized in writing to the contrary, the Executive shall promptly, and without charge, deliver to the Company on the termination of employment hereunder, or at any other time the Company may so request, all Company Property that the Executive may then possess or have under his control.

10.4Required Disclosure.  In the event the Executive is required by law or court order to disclose any Confidential Information or to produce any Company Property, the Executive shall promptly notify the Company of such requirement and provide the Company with a copy of any court order or of any law which requires such disclosure and, if the Company so elects, to the extent permitted by applicable law, give the Company an adequate opportunity, at its own expense, to contest such law or court order prior to any such required disclosure or production by the Executive.

10.5Non-Solicitation of Employees.  The Executive agrees that, during the Restricted Period, he will not, directly or indirectly, for himself, or as agent, or on behalf of or in conjunction with any other person, firm, partnership, corporation or other entity, induce or entice any employee of the Company or any Affiliate to leave such employment, or otherwise hire or retain any employee of the Company or any Affiliate, or cause or assist anyone else in doing so.  For the purposes of this Section 10.5, the term “employee” shall include consultants and independent contractors, and shall be deemed to include current employees and any employee who left the employ of the Company or any Affiliate within six months prior to any such inducement or enticement or hiring or retention of that person.  The term “employee” as used in this Section 10.5 does not include the Executive’s executive assistant.

10.6Non-Competition.  The Executive agrees that, during the Restricted Period, the Executive shall not, without the express written consent of the Board, directly or indirectly enter the employ of, act as a consultant to or otherwise render any services on behalf of, act as a lender to, or be a director, officer, principal, agent, stockholder, member, owner or partner of, or permit the Executive’s name to be used in connection with the activities of any other business, organization or third party engaged in the gaming industry or otherwise in the same business as the Company or any Affiliate and that directly or indirectly conducts its business in the Restricted Area.

10.7Remedies.  The Executive and the Company acknowledge that the covenants contained in this Section 10 are reasonable under the circumstances.  Accordingly, if, in the opinion of any court of competent jurisdiction, any such covenant is not reasonable in any respect, such court will have the right, power and authority to sever or modify any provision or provisions of such covenants as to the court will appear not reasonable and to enforce the remainder of the covenants as so amended.  The Executive further acknowledges that the remedy at law available to the Company Group for breach of any of the Executive’s obligations under this Section 10 may be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms.  Accordingly, in addition to any other rights or remedies that the Company Group may have at law, in equity or under this Agreement, upon proof of the Executive’s violation of any such provision of this Agreement, the Company Group will be entitled to seek immediate injunctive relief and may seek a temporary order restraining

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any threatened or further breach, without the necessity of proof of actual damage or the posting of any bond.

10.8Survival.  The Executive agrees that the provisions of this Section 10 shall survive the termination of this Agreement and the termination of the Executive’s employment to the extent provided above.

11.DISPUTE RESOLUTION; FEES.  Except as otherwise provided in Section 9.3, the Parties agree that in the event any Party finds it necessary to initiate any legal action to obtain any payments, benefits or rights provided by this Agreement to such Party, the other Party shall reimburse such Party for all attorney’s fees and other related expenses incurred by him or it to the extent such Party is successful in such action.

12.NOTICES.  All notices, demands and requests required or permitted to be given to a Party under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the Party concerned at the address indicated below or to such changed address as such Party may subsequently give notice of:

If to the Company: Station Casinos LLC
1505 S. Pavilion Center Drive
Las Vegas, Nevada 89135
Attention:  General Counsel

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

	Milbank, Tweed, Hadley & McCloy LLP 601 South Figueroa Street, 30th Floor Los Angeles, California 90017 Attention:  Kenneth J. Baronsky
If to the Parent:	Red Rock Resorts, Inc. 1505 S. Pavilion Center Drive Las Vegas, Nevada 89135 Attention:  General Counsel

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

	Milbank, Tweed, Hadley & McCloy LLP 601 South Figueroa Street, 30th Floor Los Angeles, California 90017 Attention:  Kenneth J. Baronsky
If to the Executive:	To the Executive’s most current home address, as set forth in the employment records of the Company

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

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Frank J. Fertitta III
1505 S. Pavilion Center Drive
Las Vegas, Nevada 89135

13.BENEFICIARIES/REFERENCES.  The Executive shall be entitled to select a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following the Executive’s death, and may change such election, by giving the Company written notice thereof.  In the event of the Executive’s death or a judicial determination of his incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative.

14.SURVIVORSHIP.  The respective rights and obligations of the Parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations, whether or not survival is specifically set forth in the applicable provisions.  The provisions of this Section 14 are in addition to the survivorship provisions of any other Section of this Agreement.

15.REPRESENTATIONS AND WARRANTIES.  Each Party represents and warrants that he or it is fully authorized and empowered to enter into this Agreement and that the performance of his or its obligations under this Agreement will not violate any agreement between that Party and any other Person.

16.ENTIRE AGREEMENT.  This Agreement contains the entire agreement among the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, among the Parties with respect thereto.  No representations, inducements, promises or agreements not embodied herein shall be of any force or effect.

17.ASSIGNABILITY; BINDING NATURE.  This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns; provided, however, that no rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and provided, further, that no rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law.

18.AMENDMENT OR WAIVER.  No provision in this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing, signed by all Parties.  No waiver by one Party of any breach by any other Party of any condition or provision of this Agreement to be performed by such other Party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time.  No failure of the

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Company to exercise any power given it hereunder or to insist upon strict compliance by the Executive with any obligation hereunder, and no custom or practice at variance with the terms hereof, shall constitute a waiver of the right of the Company to demand strict compliance with the terms hereof.

19.SEVERABILITY.  In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.  Without limiting the generality of the immediately preceding sentence, in the event that a court of competent jurisdiction or an arbitrator appointed in accordance with Section 21 determines that the provisions of this Agreement would be unenforceable as written because they cover too extensive a geographic area, too broad a range of activities or too long a period of time, or otherwise, then such provisions will automatically be modified to cover the maximum geographic area, range of activities and period of time as may be enforceable, and, in addition, such court or arbitrator (as applicable) is hereby expressly authorized to so modify this Agreement and to enforce it as so modified.

20.SECTION 409A.  Notwithstanding anything in this Agreement to the contrary, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”).  If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax.  By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered a part of the Deferred Amount) will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Executive’s Separation From Service or (ii) the Executive’s death.  The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall be paid with the Deferred Amount.  With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses.  In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange

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for another benefit.  Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes of Section 409A of the Code.

21.MUTUAL ARBITRATION AGREEMENT.

21.1Arbitrable Claims.  All disputes between the Executive (and his attorneys, successors, and assigns) and the Company (and its trustees, beneficiaries, officers, directors, managers, affiliates, employees, agents, successors, attorneys, and assigns) relating in any manner whatsoever to the employment or termination of the Executive, including all disputes arising under this Agreement (“Arbitrable Claims”), shall be resolved by binding arbitration as set forth in this Section 21 (the “Mutual Arbitration Agreement”).  Arbitrable Claims shall include claims for compensation, claims for breach of any contract or covenant (express or implied), and tort claims of all kinds, as well as all claims based on any federal, state, or local law, statute or regulation, but shall not include the Company’s right to seek injunctive relief as provided in Section 10.7.  Arbitration shall be final and binding upon the Parties and shall be the exclusive remedy for all Arbitrable Claims.  THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JUDGE OR JURY IN REGARD TO ARBITRABLE CLAIMS, EXCEPT AS PROVIDED BY SECTION 21.4.

21.2Procedure.  Arbitration of Arbitrable Claims shall be in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association, as amended, and as augmented in this Agreement.  Either Party may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award.  Otherwise, neither Party shall initiate or prosecute any lawsuit, appeal or administrative action in any way related to an Arbitrable Claim.  The initiating Party must file and serve an arbitration claim within 60 days of learning the facts giving rise to the alleged claim.  All arbitration hearings under this Agreement shall be conducted in Las Vegas, Nevada.  The Federal Arbitration Act shall govern the interpretation and enforcement of this Agreement.  Subject to Section 11, the fees of the arbitrator shall be divided equally between both Parties.

21.3Confidentiality.  All proceedings and all documents prepared in connection with any Arbitrable Claim shall be confidential and, unless otherwise required by law, the subject matter and content thereof shall not be disclosed to any Person other than the Parties, their counsel, witnesses and experts, the arbitrator and, if involved, the court and court staff.

21.4Applicability.  This Section 21 shall apply to all disputes under this Agreement other than disputes relating to the enforcement of the Company’s rights under Section 10 of this Agreement.

21.5Acknowledgements.  The Executive acknowledges that he:

(a)has carefully read this Section 21;

(b)understands its terms and conditions; and

(c)has entered into this Mutual Arbitration Agreement voluntarily and not in reliance on any promises or representations made by the Company other than those contained in this Mutual Arbitration Agreement.

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22.GOVERNING LAW.  This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Nevada without reference to the principles of conflict of laws thereof.  In the event of any dispute or controversy arising out of or relating to this Agreement that is not an Arbitrable Claim, the Parties mutually and irrevocably consent to, and waive any objection to, the exclusive jurisdiction of any court of competent jurisdiction in Clark County, Nevada, to resolve such dispute or controversy.

23.HEADINGS; INTERPRETATION.  The headings of the Sections and Sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.  The word “including” (in its various forms) means including without limitation.  All references in this Agreement to “days” refer to “calendar days” unless otherwise specified.

24.CLAWBACK.  Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with any member of the Company Group or any Affiliate, which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by any member of the Company Group or an Affiliate pursuant to any such law, government regulation or stock exchange listing requirement).

25.WITHHOLDING.  The Company and any Affiliate will have the right to withhold from any amount payable hereunder any federal, state, city, local, foreign or other taxes in order for the Company or any Affiliate to satisfy any withholding tax obligation it may have under any applicable law, regulation or ruling.

26.GUARANTEE.  The Parent and Station Holdco LLC, to the fullest extent permitted by applicable law, hereby irrevocably and unconditionally guarantees to the Executive the prompt performance and payment in full when due of all obligations of the Company to the Executive under this Agreement.

27.COUNTERPARTS.  This Agreement may be executed in counterparts, including by email delivery of a scanned signature page in pdf or tiff format, each of which shall be deemed an original and all of which shall constitute one and the same Agreement with the same effect as if all Parties had signed the same signature page.  Any signature page of this Agreement may be delivered detached from any counterpart of this Agreement and reattached to any other counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature pages.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Execution Date.

STATION CASINOS LLC

By:

Name:

Title:

RED ROCK RESORTS, INC.

(for itself and on behalf of Station Holdco LLC)

By:

Name:

Title:

Frank J. Fertitta III

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EXHIBIT A

GENERAL RELEASE AND COVENANT NOT TO SUE

This GENERAL RELEASE AND COVENANT NOT TO SUE (this “Release”) is executed and delivered by Frank J. Fertitta III (the “Executive”) to RED ROCK RESORTS, INC. STATION CASINOS LLC. and STATION HOLDCO LLC (collectively, the “Company”).

In consideration of the agreement by the Company or its affiliates to provide certain separation payments pursuant to Section 6 of the Employment Agreement between the Executive and the Company, dated as of [            , 2016] (the “Employment Agreement”), and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Executive hereby agrees as follows:

1.RELEASE AND COVENANT.  THE EXECUTIVE, OF HIS OWN FREE WILL, VOLUNTARILY RELEASES AND FOREVER DISCHARGES THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR RESPECTIVE PAST AND PRESENT AGENTS, EMPLOYEES, MANAGERS, REPRESENTATIVES, OFFICERS, DIRECTORS, ATTORNEYS, ACCOUNTANTS, TRUSTEES, SHAREHOLDERS, PARTNERS, INSURERS, HEIRS, PREDECESSORS-IN-INTEREST, ADVISORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”) FROM, AND COVENANTS NOT TO SUE OR PROCEED AGAINST ANY OF THE FOREGOING ON THE BASIS OF, ANY AND ALL PAST OR PRESENT CAUSES OF ACTION, SUITS, AGREEMENTS OR OTHER RIGHTS OR CLAIMS WHICH THE EXECUTIVE, HIS DEPENDENTS, RELATIVES, HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS HAS OR HAVE AGAINST ANY OF THE RELEASED PARTIES UPON OR BY REASON OF ANY MATTER ARISING OUT OF HIS EMPLOYMENT BY THE COMPANY AND ITS SUBSIDIARIES AND THE CESSATION OF SAID EMPLOYMENT, AND INCLUDING, BUT NOT LIMITED TO, ANY ALLEGED VIOLATION OF THE CIVIL RIGHTS ACTS OF 1964 AND 1991, THE EQUAL PAY ACT OF 1963, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967 (INCLUDING THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990), THE REHABILITATION ACT OF 1973, THE FAMILY AND MEDICAL LEAVE ACT OF 1993, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE EMPLOYMENT RETIREMENT INCOME SECURITY ACT OF 1974, THE NEVADA FAIR EMPLOYMENT PRACTICES ACT, THE LABOR LAWS OF THE UNITED STATES AND NEVADA, AND ANY OTHER FEDERAL, STATE OR LOCAL LAW, REGULATION OR ORDINANCE, OR PUBLIC POLICY, CONTRACT OR TORT LAW, HAVING ANY BEARING WHATSOEVER ON THE TERMS AND CONDITIONS OR CESSATION OF HIS EMPLOYMENT WITH THE COMPANY AND ITS SUBSIDIARIES.  THIS RELEASE DOES NOT AFFECT ANY RIGHTS THE EXECUTIVE MAY HAVE TO FILE A CHARGE WITH ANY FEDERAL OR STATE ADMINISTRATIVE AGENCY; PROVIDED, HOWEVER, THAT THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE EXECUTIVE IS NOT ENTITLED TO ANY PERSONAL RECOVERY IN ANY SUCH AGENCY PROCEEDINGS.

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2.DUE CARE.  THE EXECUTIVE ACKNOWLEDGES THAT HE HAS RECEIVED A COPY OF THIS RELEASE PRIOR TO ITS EXECUTION AND HAS BEEN ADVISED HEREBY OF HIS OPPORTUNITY TO REVIEW AND CONSIDER THIS RELEASE FOR TWENTY-ONE (21) DAYS PRIOR TO ITS EXECUTION.  THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS BEEN ADVISED HEREBY TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS RELEASE.  THE EXECUTIVE ENTERS INTO THIS RELEASE HAVING FREELY AND KNOWINGLY ELECTED, AFTER DUE CONSIDERATION, TO EXECUTE THIS RELEASE AND TO FULFILL THE PROMISES SET FORTH HEREIN.  THIS RELEASE SHALL BE REVOCABLE BY THE EXECUTIVE DURING THE SEVEN (7) DAY PERIOD FOLLOWING ITS EXECUTION, AND SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE EXPIRATION OF SUCH SEVEN (7) DAY PERIOD.  IN THE EVENT OF SUCH A REVOCATION, THE EXECUTIVE SHALL NOT BE ENTITLED TO THE CONSIDERATION FOR THIS RELEASE SET FORTH ABOVE.

3.RELIANCE BY THE EXECUTIVE.  THE EXECUTIVE ACKNOWLEDGES THAT, IN HIS DECISION TO ENTER INTO THIS RELEASE, HE HAS NOT RELIED ON ANY REPRESENTATIONS, PROMISES OR ARRANGEMENT OF ANY KIND, INCLUDING ORAL STATEMENTS BY REPRESENTATIVES OF THE COMPANY, EXCEPT AS SET FORTH IN THIS RELEASE.

4.MISCELLANEOUS.  THIS RELEASE SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.  IF ANY PROVISION OF THIS RELEASE IS HELD INVALID OR UNENFORCEABLE FOR ANY REASON, THE REMAINING PROVISIONS SHALL BE CONSTRUED AS IF THE INVALID OR UNENFORCEABLE PROVISION HAD NOT BEEN INCLUDED.

This GENERAL RELEASE AND COVENANT NOT TO SUE is executed by the Executive and delivered to the Company on                    , 20   .

“Executive”

Frank J. Fertitta III

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EX-10.6

Exhibit 10.6

FORM OF EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of [        , 2016] (the “Execution Date”), by and among STATION CASINOS LLC, a Nevada limited liability company (the “Company”), RED ROCK RESORTS, INC., a Delaware corporation (the “Parent”), and Stephen L. Cavallaro (the “Executive”).

WHEREAS, in connection with the initial public offering of the Parent (the “IPO”), the Company, the Parent and the Executive (each individually a “Party” and together the “Parties”) desire to enter into this Agreement, as set forth herein; and

WHEREAS, contemporaneous with the Executive’s entry into this Agreement, the Executive is entering into a separate Termination Agreement with the Company and/or its applicable current or former affiliate(s) (including, if applicable, Fertitta Entertainment LLC) with respect to the termination of any prior employment agreement(s) or similar arrangement(s) between or among such parties;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the Parties agree as follows:

1.DEFINITIONS.  In addition to certain terms defined elsewhere in this Agreement, the following terms shall have the following respective meanings:

1.1“Affiliate” shall mean any Person directly or indirectly controlling, controlled by or under common control with the Company (including the Parent and any Person directly or indirectly controlling, controlled by or under common control with the Parent).

1.2“Base Salary” shall mean the salary provided for in Section 3.1 of this Agreement, as the same may be increased thereunder.

1.3“Board” shall mean the Board of Directors of the Parent, including any successor of the Parent in the event of a Change in Control.

1.4“Cause” shall mean that the Executive: (a) has been found unsuitable to hold a gaming license by final, non-appealable decision of the Nevada Gaming Commission; (b) has been convicted of any felony; (c) has engaged in acts or omissions constituting gross negligence or willful misconduct resulting, in either case, in material economic harm to the Company; or (d) has materially breached this Agreement.

1.5“Change in Control” shall mean the occurrence of any of the following events:

(a)Following the IPO Date, the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a Permitted Holder, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the combined voting power of the then-outstanding securities entitled to vote generally in the election of members of the Board (the “Voting Power”) at such

time; provided that the following acquisitions shall not constitute a Change in Control: (i) any such acquisition directly from the Parent; (ii) any such acquisition by the Parent; (iii) any such acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Parent or any of its subsidiaries; or (iv) any such acquisition pursuant to a transaction that complies with clauses (i), (ii) and (iii) of paragraph (c) below; or

(b)individuals who, as of the IPO Date, constitute the Board (the “Incumbent Board”) cease for any reason (other than death or disability) to constitute at least a majority of the Board; provided, that any individual becoming a director subsequent to the IPO Date, whose election, or nomination for election by the Parent’s stockholders, was approved by a vote of the directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Parent in which such person is named as a nominee for director, without objection to such nomination) shall be considered as though such individual was a member of the Incumbent Board, but excluding for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than either the Board or any Permitted Holder; or

(c)consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Parent (a “Business Combination”), in each case, unless following such Business Combination, (i) either (A) Permitted Holders or (B) all or substantially all of the individuals and entities who were the beneficial owners of the Voting Power immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such transaction (including an entity that, as a result of such transaction, owns the Parent or substantially all of the Parent’s assets either directly or through one or more subsidiaries) and, in the case of the foregoing clause (B), in substantially the same proportions relative to each other as their ownership immediately prior to such transaction of the securities representing the Voting Power, (ii) no Person (excluding any Permitted Holder, any entity resulting from such transaction or any employee benefit plan (or related trust) sponsored or maintained by the Parent or such entity resulting from such transaction) beneficially owns, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock of the entity resulting from such transaction, or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to such transaction, and (iii) at least a majority of the members of the board of directors of the entity resulting from such transaction were members of the Incumbent Board at the time of the execution of the initial agreement with respect to, or the action of the Board providing for, such transaction; or

(d)approval by the stockholders of the Parent of a complete liquidation or dissolution of the Parent.

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Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any deferred compensation that is subject to Section 409A of the Code, then, to the extent required to avoid the imposition of additional taxes under Section 409A of the Code, the transaction or event described in paragraph (a), (b), (c) or (d) above, with respect to such deferred compensation, shall only constitute a Change in Control for purposes of the payment timing of such deferred compensation if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5).

1.6“Code” shall mean the Internal Revenue Code of 1986, as amended.

1.7“Company Group” shall mean the Parent together with its subsidiaries.

1.8“Company Property” shall mean all property, items and materials provided by the Company or any Affiliate to the Executive, or to which the Executive has access, in the course of his employment, including all files, records, documents, drawings, specifications, memoranda, notes, reports, manuals, equipment, computer disks, videotapes, blueprints and other documents and similar items relating to the Company or any Affiliate, or their respective customers, whether prepared by the Executive or others, and any and all copies, abstracts and summaries thereof.

1.9“Confidential Information” shall mean all nonpublic and/or proprietary information respecting the business of the Company or any Affiliate, including products, programs, projects, promotions, marketing plans and strategies, business plans or practices, business operations, employees, research and development, intellectual property, software, databases, trademarks, pricing information and accounting and financing data.  Confidential Information also includes information concerning the Company’s or any Affiliate’s customers, such as their identity, address, preferences, playing patterns and ratings or any other information kept by the Company or any Affiliate concerning customers, whether or not such information has been reduced to documentary form.  Confidential Information does not include information that is, or becomes, available to the public unless such availability occurs through an unauthorized act on the part of the Executive or another person with an obligation to maintain the confidentiality of such information.

1.10“Disability” shall mean a physical or mental incapacity that prevents the Executive from performing the essential functions of his position with the Company for a minimum period of 90 days as determined (a) in accordance with any long-term disability plan provided by the Company of which the Executive is a participant, or (b) by the following procedure:  The Executive agrees to submit to medical examinations by a licensed healthcare professional selected by the Company, in its sole discretion, to determine whether a Disability exists.  In addition, the Executive may submit to the Company documentation of a Disability, or lack thereof, from a licensed healthcare professional of his choice.  Following a determination of a Disability or lack of Disability by the Company’s or the Executive’s licensed healthcare professional, any other Party may submit subsequent documentation relating to the existence of a Disability from a licensed healthcare professional selected by such other Party.  In the event that the medical opinions of such licensed healthcare professionals conflict, such licensed healthcare professionals shall appoint a third licensed healthcare professional to examine the Executive, and the opinion of such third licensed healthcare professional shall be dispositive.

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1.11“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.12“Good Reason” shall mean and exist if there has been a Change in Control and, thereafter, without the Executive’s prior written consent, one or more of the following events occurs:

(a)the Executive suffers a material reduction in the authorities, duties or responsibilities associated with his position as described in Section 2.3, or the Executive is assigned any duties or responsibilities that are inconsistent with the scope of duties and responsibilities associated with the Executive’s position as described in Section 2.3;

(b)the Executive is required to relocate from, or maintain his principal office outside of, Las Vegas, Nevada;

(c)the Executive’s Base Salary is decreased by the Company;

(d)the Company or the Parent materially breaches this Agreement; or

(e)the Company fails to obtain a written agreement satisfactory to the Executive from any successor or assign of the Company to assume and perform this Agreement.

1.13“IPO Date” shall mean the date that the IPO and each of the transactions ancillary thereto, including the issuance and sale of capital stock in connection with the IPO, are consummated.

1.14“Las Vegas Strip” shall mean that area bounded by Koval Lane and straight extensions thereof on the East, Charleston Boulevard on the North, I-15 on the West, and Sunset Road on the South.

1.15“Permitted Holder” shall mean (a) (i) Frank J. Fertitta III and Lorenzo J. Fertitta and (ii) any lineal descendants of such persons; (b) executors, administrators or legal representatives of the estate of any person listed in clause (a) of this sentence; (c) heirs, distributees and beneficiaries of any person listed in clause (a) of this sentence; (d) any trust as to which any of the foregoing is a settlor or co-settlor; and (e) any corporation, partnership or other entity which is, directly or indirectly, controlling, controlled by or under common control with, any of the foregoing.

1.16“Person” shall mean any individual, firm, partnership, association, trust, company, corporation, limited liability company, joint-stock company, unincorporated organization, government, political subdivision or other entity.

1.17“Pro Rata Annual Bonus” shall mean the amount of Annual Bonus, multiplied by a fraction, the numerator of which is the number of days in such year during which the Executive was actually employed by the Company (or its predecessor) and the denominator of which is 365.

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1.18“Restricted Area” shall mean (a) the City of Las Vegas, Nevada, and the area within a 45-mile radius of that city, and (b) any area in or within a 100-mile radius of any other jurisdiction in which the Company or any of its Affiliates is directly or indirectly engaged in the development, ownership, operation or management of any gaming activities or is actively pursuing any such activities.

1.19“Restricted Period” shall mean the period beginning on the IPO Date and ending on the date that is the later of (a) the fifth anniversary of the IPO Date and (b) (i) with respect to the Restricted Area (other than the Las Vegas Strip), the second anniversary of the date of the Executive’s termination of employment with the Company Group, and (ii) with respect to the Las Vegas Strip, the first anniversary of the date of the Executive’s termination of employment with the Company Group; provided, however, that if the Executive’s employment with the Company Group is terminated, prior to the fifth anniversary of the IPO Date, by the Company without Cause or by the Executive for Good Reason, then the Restricted Period shall instead terminate at the time specified in the preceding clause (b).

1.20“Target Annual Bonus” shall mean an amount that is no less than 100% of the Executive’s then current Base Salary.

1.21“Term of Employment” shall mean the period specified in Section 2.2.

2.TERM OF EMPLOYMENT, POSITIONS AND RESPONSIBILITIES.

2.1Employment Accepted.  The Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, for the Term of Employment, in the positions and with the duties and responsibilities set forth in Section 2.3, and upon such other terms and conditions as are stated in this Agreement.

2.2Term of Employment.  The Term of Employment shall commence upon the IPO Date and, unless earlier terminated pursuant to the provisions of this Agreement, shall terminate upon the close of business on the day immediately preceding the fifth anniversary of the IPO Date.  In the event the IPO does not occur, this Agreement shall be null and void, and no Party shall be liable under this Agreement in any respect.

2.3Title and Responsibilities.  During the Term of Employment, the Executive shall be employed as the Executive Vice Chairman.  In carrying out his duties under this Agreement, the Executive shall report directly to the [Chief Executive Officer].  During the Term of Employment, the Executive shall devote reasonable time and attention to the business and affairs of the Company and shall use his best efforts, skills and abilities to promote the interests of the Company Group.  Anything herein to the contrary notwithstanding, the Executive shall not be precluded from engaging in charitable and community affairs and managing his personal investments, to the extent such activities do not materially interfere with the Executive’s duties and obligations under this Agreement, it being expressly understood and agreed that, to the extent any such activities have been conducted by the Executive prior to the date of this Agreement and disclosed to the Board in writing prior to the date of this Agreement, the continued conduct of such activities (or, in lieu thereof, activities similar in nature and scope thereto) after the date of this Agreement shall be deemed not to interfere with the Executive’s

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duties and obligations to the Company under this Agreement.  The Executive may serve as a member of the board of directors of other corporations, subject to the approval of a majority of the Board, which approval shall not be unreasonably withheld or delayed.

3.COMPENSATION.

3.1Base Salary.  During the Term of Employment, the Executive shall be entitled to receive a base salary payable no less frequently than in equal bi-weekly installments at an annualized rate of no less than $750,000 (the “Base Salary”).  Following the first anniversary of the IPO Date, the Base Salary shall be reviewed annually for increase (but not decrease) in the discretion of the Board.  In conducting any such annual review, the Board shall take into account any change in the Executive’s responsibilities, increases in the compensation of other executives of the Company or any Affiliate (or any comparable competitor(s) of the Company Group), the performance of the Executive, the results and projections of the Company Group and other pertinent factors.  Such increased Base Salary shall then constitute the Executive’s “Base Salary” for purposes of this Agreement.

3.2Annual Bonus.  The Company may pay the Executive an annual bonus (the “Annual Bonus”) for each calendar year ending during the Term of Employment in an amount that will be determined by the Board based on the performance of the Executive and of the business of the Company Group, but with a targeted annual payment amount (based upon achievement of applicable target-level performance) equal to the Target Annual Bonus.  The Annual Bonus awarded to the Executive shall be paid at the same time as annual bonuses are paid to other senior officers of the Company, and in any event no later than March 1 of the year following the calendar year in which such bonus is earned.

3.3Equity Incentives.  The Executive shall be eligible to participate in the Company’s and the Parent’s long-term incentive plans on terms determined by the Board to be commensurate with his position and duties.

3.4Initial Equity Award.  On the pricing date of the IPO (the “Pricing Date”), the Parent shall grant to the Executive, contingent upon the occurrence of the IPO, an initial equity grant (the “Initial Equity Award”) as follows:  (a) a stock option to acquire shares of the Parent’s common stock, at an exercise price per share equal to the per share IPO price of the Parent’s common stock, with the number of shares subject to such stock option being that necessary to cause the Black-Scholes-Merton value of such stock option on the Pricing Date to be equal to 100% of the Base Salary (determined using inputs consistent with those the Parent uses for its financial reporting purposes), which will vest 25% on each of the first four anniversaries of the IPO Date (subject to the Executive’s continued employment on the applicable vesting date); and (b) a number of restricted shares of the Parent equal to 100% of the Base Salary divided by the per share IPO price of the Parent’s common stock, which will vest 50% on each of the third and fourth anniversaries of the IPO Date (subject to the Executive’s continued employment on the applicable vesting date).  The Initial Equity Award shall be subject to the terms of the Red Rock Resorts, Inc. 2016 Equity Incentive Plan and the terms of the applicable award agreements.

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3.5Certain Limitations.  Notwithstanding anything to the contrary herein, the Base Salary, Annual Bonus, any payment provided under Section 6 hereof,  and any participation in long-term incentive plans (including any Initial Equity Awards) shall be subject to the limitations set forth in Article 11 of the Third Amended and Restated Limited Liability Company Agreement of Station Holdco, LLC, the Company’s parent, and, in the event of any conflict between the terms and provisions of this Agreement and those of such Article 11, the terms and provisions of such Article 11 shall govern.

4.EMPLOYEE BENEFIT PROGRAMS.

4.1Pension and Welfare Benefit Plans.  During the Term of Employment, the Executive shall be entitled to participate in all employee benefit programs made available to the Company’s executives or salaried employees generally, as such programs may be in effect from time to time, including pension and other retirement plans, group life insurance, group health insurance, accidental death and dismemberment insurance, long-term disability, sick leave (including salary continuation arrangements), vacations (of at least four weeks per year), holidays and other employee benefit programs sponsored by the Company; provided, however, that such benefits shall not duplicate the benefits provided pursuant to Section 4.2.

4.2Additional Pension, Welfare and Other Benefits.  Notwithstanding the foregoing, During the Term of Employment, the Company shall continue to provide the Executive with the same group health, executive medical, disability and life insurance-related coverage and/or benefits, and tax preparation services, as were in effect with respect to the Executive immediately prior to the IPO Date, in each instance on a basis (including substantially comparable cost) consistent with that provided to the Executive immediately prior to the IPO Date.

5.BUSINESS EXPENSE REIMBURSEMENT.  During the Term of Employment, the Executive shall be entitled to receive reimbursement by the Company for all reasonable out-of-pocket expenses incurred by him in performing services under this Agreement, subject to providing the proper documentation of said expenses.

6.TERMINATION OF EMPLOYMENT.

6.1Termination Due to Death or Disability.  The Executive’s employment shall be terminated immediately in the event of his death or Disability.  In the event of a termination due to the Executive’s death or Disability, the Executive or his estate, as the case may be, shall be entitled, in lieu of any other compensation whatsoever, to:

(a)Base Salary at the rate in effect at the time of his termination through the date of termination of employment;

(b)any Annual Bonus awarded but not yet paid, payable as specified in Section 3.2;

(c)a Pro Rata Annual Bonus for the fiscal year in which death or Disability occurs, payable as specified in Section 3.2;

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(d)subject to Section 5, reimbursement for expenses incurred but not paid prior to such termination of employment; and

(e)such rights to other compensation and benefits as may be provided in applicable plans and programs of the Company, including applicable employee benefit plans and programs, according to the terms and provisions of such plans and programs.

6.2Termination by the Company for Cause.  The Company may terminate the Executive for Cause at any time during the Term of Employment by giving written notice to the Executive within 90 days of the Company first becoming aware of the existence of Cause, and, unless the Executive takes remedial action resulting in the cessation of Cause within 30 days of receipt of such notification, the Company may terminate his employment for Cause at any time during the 40-day period following the expiration of such 30-day period (or, if such act or failure to act is not susceptible to remedy, during the 40-day period following the Company’s provision of notice regarding the existence of Cause).  In the event of a termination for Cause, the Executive shall be entitled, in lieu of any other compensation whatsoever, to:

(a)Base Salary at the rate in effect at the time of his termination through the date of termination of employment;

(b)any Annual Bonus awarded but not yet paid, payable as specified in Section 3.2;

(c)subject to Section 5, reimbursement for expenses incurred but not paid prior to such termination of employment; and

(d)such rights to other benefits as may be provided in applicable plans and programs of the Company, including applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs.

6.3Termination by the Executive Without Good Reason.  The Executive may terminate his employment on his own initiative for any reason upon 30 days’ prior written notice to the Company; provided, however, that during such notice period, the Executive shall reasonably cooperate with the Company (at no cost to the Executive) in minimizing the effects of such termination on the Company Group.  Such termination shall have the same consequences as a termination for Cause under Section 6.2.

6.4Termination by the Company Without Cause.  Notwithstanding any other provision of this Agreement, the Company may terminate the Executive’s employment without Cause, other than due to death or Disability, at any time during the Term of Employment by giving written notice to the Executive.  In the event of such termination, the Executive shall be entitled, in lieu of any other compensation whatsoever, to:

(a)subject to Section 7.3, an amount equal to the Executive’s Base Salary at the rate in effect at the time of his termination, paid in 12 equal monthly installments;

(b)any Annual Bonus awarded but not yet paid, payable as specified in Section 3.2;

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(c)subject to Section 7.3, a Pro-Rata Annual Bonus for the fiscal year in which such termination of employment occurs, payable as specified in Section 3.2;

(d)subject to Section 5, reimbursement of expenses incurred but not paid prior to such termination of employment;

(e)(i) continuation of the Executive’s group health insurance and long-term disability insurance, at the level in effect at the time of his termination of employment, through the end of the 12th month following such termination, or (ii) in the event the Company determines that continuation of such coverage is not permitted, a lump-sum payment to the Executive of the economic equivalent thereof (as if the Executive were employed during such period); and

(f)such rights to other benefits as may be provided in applicable plans and programs of the Company, including applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs.

6.5Termination by the Executive With Good Reason.  The Company covenants and agrees that it will not take any action, or fail to take any action, that will provide Good Reason for the Executive to terminate this Agreement.  In the event that the Company takes any action, or fails to take any action, in violation of the proceeding sentence, then the Executive shall give, within 90 days of the Executive first becoming aware of the occurrence of such action or failure to act, written notice to the Company of the existence of Good Reason, and, unless the Company takes remedial action resulting in the cessation of Good Reason within 30 days of receipt of such notification, the Executive may terminate his employment for Good Reason at any time during the 40-day period following the expiration of such 30-day period (or, if such act or failure to act is not susceptible to remedy, during the 40-day period following the Executive’s provision of notice regarding the existence of Good Reason).  Such termination shall have the same consequences as a termination without Cause under Section 6.4.

7.CONDITIONS TO PAYMENTS.

7.1Timing of Payments.  Unless otherwise provided herein or required by law, any payments to which the Executive shall be entitled under Section 6 following the termination of his employment shall be made as promptly as practicable and in no event later than five business days following such termination of employment; provided, however, that any amounts payable pursuant to Section 6.4(a) (or the same amounts payable pursuant to Section 6.5) shall be payable beginning upon the Company’s first ordinary payroll date after the 30th day following the termination of his employment, subject to the satisfaction of the conditions set forth in Section 7.3 prior to such date.

7.2No Mitigation; No Offset.  In the event of any termination of employment under Section 6, the Executive shall be under no obligation to seek other employment and there shall be no offset against amounts due to the Executive on account of any remuneration attributable to any subsequent employment that the Executive may obtain.  Any amounts payable to the Executive are in the nature of severance payments, or liquidated damages, or both, and are not in the nature of a penalty.

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7.3General Release.  No amounts payable to the Executive upon the termination of his employment pursuant to Section 6.4(a) or (c) (or the same amounts payable pursuant to Section 6.5) shall be made to the Executive unless and until he executes a general release substantially in the form annexed to this Agreement as Exhibit A and such general release becomes effective within 30 days after the date of termination pursuant to its terms.  If such release does not become effective within the time period prescribed above, the Company’s obligations under Section 6.4(a) or (c) (or the same amounts payable pursuant to Section 6.5) shall cease immediately.

8.EXCISE TAX.

8.1Notwithstanding any other provisions in this Agreement, in the event that any payment or benefit received or to be received by the Executive (including any payment or benefit received in connection with a change in control of the Company or the termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement) (all such payments and benefits, together, the “Total Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, or any successor provision thereto (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, program, arrangement or agreement, the Company will reduce the Total Payments to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (but in no event to less than zero); provided, however, that the Total Payments will only be reduced if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state, municipal and local income and employment taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state, municipal and local income and employment taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).

8.2In the case of a reduction in the Total Payments, the Total Payments will be reduced in the following order (unless reduction in another order is required to avoid adverse consequences under Section 409A of the Code, in which case, reduction will be in such other order):  (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata.  Any reductions made pursuant to

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each of clauses (i)-(v) above will be made in the following manner: first, a pro-rata reduction of cash payment and payments and benefits due in respect of any equity not subject to Section 409A of the Code, and second, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A of the Code as deferred compensation.

8.3For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax:  (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to the change in control, the Company’s independent auditor (the “Auditor”), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

8.4At the time that payments are made under this Agreement, the Company will provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations, including any opinions or other advice the Company received from Tax Counsel or the Auditor.  If the Executive objects to the Company’s calculations, the Company will pay to the Executive such portion of the Total Payments (up to 100% thereof) as the Executive determines is necessary to result in the proper application of this Section 8.  All determinations required by this Section 8 (or requested by either the Executive or the Company in connection with this Section 8) will be at the expense of the Company.  The fact that the Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 8 will not of itself limit or otherwise affect any other rights of the Executive under this Agreement.

9.INDEMNIFICATION.

9.1General.  The Company agrees that if the Executive is made a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (an “Indemnifiable Action”), by reason of the fact that he is or was a director or officer of the Company or the Parent or is or was serving at the request of the Company or the Parent as a director, officer, member, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Indemnifiable Action is alleged action in an official capacity as a director, officer, member, employee or agent he shall be indemnified and held harmless by the Company and the Parent to the fullest extent authorized by Nevada law and the Company’s and the Parent’s by-laws, as the same exist or may hereafter be amended (but, in the case of any such amendment to the Company’s or the Parent’s by-laws, only to the

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extent such amendment permits the Company or the Parent to provide broader indemnification rights than the Company’s or the Parent’s by-laws permitted the Company or the Parent to provide before such amendment, as applicable), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith.  The indemnification provided to the Executive pursuant to this Section 9 shall be in addition to, and not in lieu of, any indemnification provided to the Executive pursuant to (a) any separate indemnification agreement between the Executive and any member of the Company Group, (b) the Company’s and/or the Parent’s charter and/or bylaws, and/or (c) applicable law; provided that nothing herein or therein shall entitle the Executive to recover any expense, liability or loss more than once.

9.2Procedure.  The indemnification provided to the Executive pursuant to this Section 9 shall be subject to the following conditions:

(a)The Executive must promptly give the Company written notice of any actual or threatened Indemnifiable Action and, upon providing such notice, the Executive shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption in reaching any contrary determination; provided, however, that the Executive’s failure to give such notice shall not affect the Company’s obligations hereunder;

(b)The Company will be permitted, at its option, to participate in, or to assume, the defense of any Indemnifiable Action, with counsel approved by the Executive; provided, however, that (i) the Executive shall have the right to employ his own counsel in such Indemnifiable Action at the Executive’s expense; and (ii) if (A) the retention of counsel by the Executive has been previously authorized by the Company, (B) the Executive shall have concluded, based on the advice of his legal counsel, that there may be a conflict of interest between the Company and the Executive in the conduct of any such defense, or (C) the Company shall not, in fact, have retained counsel to assume the defense of such Indemnifiable Action, the fees and expenses of the Executive’s counsel shall be at the expense of the Company; and provided, further, that the Company shall not settle any action or claim that would impose any limitation or penalty on the Executive without obtaining the Executive’s prior written consent, which consent shall not be unreasonably withheld;

(c)The Executive must provide reasonable cooperation to the Company in the defense of any Indemnifiable Action; and

(d)The Executive must refrain from settling any Indemnifiable Action without obtaining the Company’s prior written consent, which consent shall not be unreasonably withheld.

9.3Advancement of Costs and Expenses.  The Company agrees to advance all costs and expenses referred to in Sections 9.1 and 9.6; provided, however, that the Executive agrees to repay to the Company any amounts so advanced only if, and to the extent that, it shall ultimately be determined by a court of competent jurisdiction that the Executive is not entitled to be indemnified by the Company or the Parent as authorized by this Agreement.  The advances to be

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made hereunder shall be paid by the Company to or on behalf of the Executive within 20 days following delivery of a written request therefor by the Executive to the Company.  The Executive’s entitlement to advancement of costs and expenses hereunder shall include those incurred in connection with any action, suit or proceeding by the Executive seeking a determination, adjudication or arbitration in award with respect to his rights and/or obligations under this Section 9.

9.4Non-Exclusivity of Rights.  The right to indemnification and the payment of expenses incurred in defending an Indemnifiable Action in advance of its final disposition conferred in this Section 9 shall not be exclusive of any other right which the Executive may have or hereafter may acquire under any statute, provision of the certificate of incorporation or by-laws of the Company or the Parent, agreement, vote of stockholders or disinterested directors or otherwise.

9.5D&O Insurance.  The Company will maintain a directors’ and officers’ liability insurance policy covering the Executive that provides coverage that is reasonable in relation to the Executive’s position during the Term of Employment.

9.6Witness Expenses.  Notwithstanding any other provision of this Agreement, the Company and the Parent shall indemnify the Executive if and whenever he is a witness or threatened to be made a witness to any action, suit or proceeding to which the Executive is not a party, by reason of the fact that the Executive is or was a director or officer of the Company or its Affiliates or by reason of anything done or not done by him in such capacity, against all expense, liability and loss incurred or suffered by the Executive in connection therewith; provided, however, that if the Executive is no longer employed by the Company, the Company will compensate him, on an hourly basis, for all time spent (except for time spent actually testifying), at either his then current compensation rate or his Base Salary at the rate in effect as of the termination of his employment, whichever is higher.

9.7Survival.  The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement, regardless of the reason for such termination.

10.DUTY OF LOYALTY.

10.1General.  The Parties hereto understand and agree that the purpose of the restrictions contained in this Section 10 is to protect the goodwill and other legitimate business interests of the Company and its Affiliates and that the Company would not have entered into this Agreement in the absence of such restrictions.  The Executive acknowledges and agrees that the restrictions are reasonable and do not, and will not, unduly impair his ability to earn a living after the termination of his employment with the Company.

10.2Confidential Information.  The Executive understands and acknowledges that Confidential Information constitutes a valuable asset of the Company and its Affiliates and may not be converted to the Executive’s own or any third party’s use.  Accordingly, the Executive hereby agrees that he shall not, directly or indirectly, during the Term of Employment or at any time after the termination of his employment, disclose any Confidential Information to any Person not expressly authorized by the Company to receive such Confidential Information.  The

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Executive further agrees that he shall not, directly or indirectly, during the Term of Employment or at any time after the termination of his employment, use or make use of any Confidential Information in connection with any business activity other than that of the Company.  The Parties acknowledge and agree that this Agreement is not intended to, and does not, alter the Company’s or the Parent’s rights, or the Executive’s obligations, under any state or federal statutory or common law regarding trade secrets and unfair trade practices.

10.3Company Property.  All Company Property is and shall remain exclusively the property of the Company.  Unless authorized in writing to the contrary, the Executive shall promptly, and without charge, deliver to the Company on the termination of employment hereunder, or at any other time the Company may so request, all Company Property that the Executive may then possess or have under his control.

10.4Required Disclosure.  In the event the Executive is required by law or court order to disclose any Confidential Information or to produce any Company Property, the Executive shall promptly notify the Company of such requirement and provide the Company with a copy of any court order or of any law which requires such disclosure and, if the Company so elects, to the extent permitted by applicable law, give the Company an adequate opportunity, at its own expense, to contest such law or court order prior to any such required disclosure or production by the Executive.

10.5Non-Solicitation of Employees.  The Executive agrees that, during the Restricted Period, he will not, directly or indirectly, for himself, or as agent, or on behalf of or in conjunction with any other person, firm, partnership, corporation or other entity, induce or entice any employee of the Company or any Affiliate to leave such employment, or otherwise hire or retain any employee of the Company or any Affiliate, or cause or assist anyone else in doing so.  For the purposes of this Section 10.5, the term “employee” shall include consultants and independent contractors, and shall be deemed to include current employees and any employee who left the employ of the Company or any Affiliate within six months prior to any such inducement or enticement or hiring or retention of that person.  The term “employee” as used in this Section 10.5 does not include the Executive’s executive assistant.

10.6Non-Competition.  The Executive agrees that, during the Restricted Period, the Executive shall not, without the express written consent of the Board, directly or indirectly enter the employ of, act as a consultant to or otherwise render any services on behalf of, act as a lender to, or be a director, officer, principal, agent, stockholder, member, owner or partner of, or permit the Executive’s name to be used in connection with the activities of any other business, organization or third party engaged in the gaming industry or otherwise in the same business as the Company or any Affiliate and that directly or indirectly conducts its business in the Restricted Area.

10.7Remedies.  The Executive and the Company acknowledge that the covenants contained in this Section 10 are reasonable under the circumstances.  Accordingly, if, in the opinion of any court of competent jurisdiction, any such covenant is not reasonable in any respect, such court will have the right, power and authority to sever or modify any provision or provisions of such covenants as to the court will appear not reasonable and to enforce the remainder of the covenants as so amended.  The Executive further acknowledges that the remedy

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at law available to the Company Group for breach of any of the Executive’s obligations under this Section 10 may be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms.  Accordingly, in addition to any other rights or remedies that the Company Group may have at law, in equity or under this Agreement, upon proof of the Executive’s violation of any such provision of this Agreement, the Company Group will be entitled to seek immediate injunctive relief and may seek a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage or the posting of any bond.

10.8Survival.  The Executive agrees that the provisions of this Section 10 shall survive the termination of this Agreement and the termination of the Executive’s employment to the extent provided above.

11.DISPUTE RESOLUTION; FEES.  Except as otherwise provided in Section 9.3, each Party shall be responsible for his or its own costs (including attorney’s fees) in connection with any dispute under or in connection with this Agreement; provided, however, that the Company agrees that in the event the Executive finds it necessary to initiate any legal action to obtain any payments, benefits or rights provided by this Agreement to him, the Company shall reimburse the Executive for all attorney’s fees and other related expenses incurred by him to the extent the Executive is successful in such action.

12.NOTICES.  All notices, demands and requests required or permitted to be given to a Party under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the Party concerned at the address indicated below or to such changed address as such Party may subsequently give notice of:

If to the Company:	Station Casinos LLC 1505 S. Pavilion Center Drive Las Vegas, Nevada 89135 Attention:  General Counsel
With a copy (which shall not constitute notice) to:
	Milbank, Tweed, Hadley & McCloy LLP 601 South Figueroa Street, 30th Floor Los Angeles, California 90017 Attention:  Kenneth J. Baronsky
If to the Parent:	Red Rock Resorts, Inc. 1505 S. Pavilion Center Drive Las Vegas, Nevada 89135 Attention:  General Counsel
With a copy (which shall not constitute notice) to:
	Milbank, Tweed, Hadley & McCloy LLP 601 South Figueroa Street, 30th Floor

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	Los Angeles, California 90017 Attention:  Kenneth J. Baronsky
If to the Executive:	To the Executive’s most current home address, as set forth in the employment records of the Company
With a copy (which shall not constitute notice) to:
	Stephen L. Cavallaro 1505 S. Pavilion Center Drive Las Vegas, Nevada 89135

13.BENEFICIARIES/REFERENCES.  The Executive shall be entitled to select a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following the Executive’s death, and may change such election, by giving the Company written notice thereof.  In the event of the Executive’s death or a judicial determination of his incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative.

14.SURVIVORSHIP.  The respective rights and obligations of the Parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations, whether or not survival is specifically set forth in the applicable provisions.  The provisions of this Section 14 are in addition to the survivorship provisions of any other Section of this Agreement.

15.REPRESENTATIONS AND WARRANTIES.  Each Party represents and warrants that he or it is fully authorized and empowered to enter into this Agreement and that the performance of his or its obligations under this Agreement will not violate any agreement between that Party and any other Person.

16.ENTIRE AGREEMENT.  This Agreement contains the entire agreement among the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, among the Parties with respect thereto.  No representations, inducements, promises or agreements not embodied herein shall be of any force or effect.

17.ASSIGNABILITY; BINDING NATURE.  This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns; provided, however, that no rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and provided, further, that no rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the

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liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law.

18.AMENDMENT OR WAIVER.  No provision in this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing, signed by all Parties.  No waiver by one Party of any breach by any other Party of any condition or provision of this Agreement to be performed by such other Party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time.  No failure of the Company to exercise any power given it hereunder or to insist upon strict compliance by the Executive with any obligation hereunder, and no custom or practice at variance with the terms hereof, shall constitute a waiver of the right of the Company to demand strict compliance with the terms hereof.

19.SEVERABILITY.  In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.  Without limiting the generality of the immediately preceding sentence, in the event that a court of competent jurisdiction or an arbitrator appointed in accordance with Section 21 determines that the provisions of this Agreement would be unenforceable as written because they cover too extensive a geographic area, too broad a range of activities or too long a period of time, or otherwise, then such provisions will automatically be modified to cover the maximum geographic area, range of activities and period of time as may be enforceable, and, in addition, such court or arbitrator (as applicable) is hereby expressly authorized to so modify this Agreement and to enforce it as so modified.

20.SECTION 409A.  Notwithstanding anything in this Agreement to the contrary, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”).  If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax.  By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered a part of the Deferred Amount) will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Executive’s Separation From Service or (ii) the Executive’s death.  The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall be paid with the Deferred Amount.  With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered

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deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses.  In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.  Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes of Section 409A of the Code.

21.MUTUAL ARBITRATION AGREEMENT.

21.1Arbitrable Claims.  All disputes between the Executive (and his attorneys, successors, and assigns) and the Company (and its trustees, beneficiaries, officers, directors, managers, affiliates, employees, agents, successors, attorneys, and assigns) relating in any manner whatsoever to the employment or termination of the Executive, including all disputes arising under this Agreement (“Arbitrable Claims”), shall be resolved by binding arbitration as set forth in this Section 21 (the “Mutual Arbitration Agreement”).  Arbitrable Claims shall include claims for compensation, claims for breach of any contract or covenant (express or implied), and tort claims of all kinds, as well as all claims based on any federal, state, or local law, statute or regulation, but shall not include the Company’s right to seek injunctive relief as provided in Section 10.7.  Arbitration shall be final and binding upon the Parties and shall be the exclusive remedy for all Arbitrable Claims.  THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JUDGE OR JURY IN REGARD TO ARBITRABLE CLAIMS, EXCEPT AS PROVIDED BY SECTION 21.4.

21.2Procedure.  Arbitration of Arbitrable Claims shall be in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association, as amended, and as augmented in this Agreement.  Either Party may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award.  Otherwise, neither Party shall initiate or prosecute any lawsuit, appeal or administrative action in any way related to an Arbitrable Claim.  The initiating Party must file and serve an arbitration claim within 60 days of learning the facts giving rise to the alleged claim.  All arbitration hearings under this Agreement shall be conducted in Las Vegas, Nevada.  The Federal Arbitration Act shall govern the interpretation and enforcement of this Agreement.  Subject to Section 11, the fees of the arbitrator shall be divided equally between both Parties.

21.3Confidentiality.  All proceedings and all documents prepared in connection with any Arbitrable Claim shall be confidential and, unless otherwise required by law, the subject matter and content thereof shall not be disclosed to any Person other than the Parties, their counsel, witnesses and experts, the arbitrator and, if involved, the court and court staff.

21.4Applicability.  This Section 21 shall apply to all disputes under this Agreement other than disputes relating to the enforcement of the Company’s rights under Section 10 of this Agreement.

21.5Acknowledgements.  The Executive acknowledges that he:

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(a)has carefully read this Section 21;

(b)understands its terms and conditions; and

(c)has entered into this Mutual Arbitration Agreement voluntarily and not in reliance on any promises or representations made by the Company other than those contained in this Mutual Arbitration Agreement.

22.GOVERNING LAW.  This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Nevada without reference to the principles of conflict of laws thereof.  In the event of any dispute or controversy arising out of or relating to this Agreement that is not an Arbitrable Claim, the Parties mutually and irrevocably consent to, and waive any objection to, the exclusive jurisdiction of any court of competent jurisdiction in Clark County, Nevada, to resolve such dispute or controversy.

23.HEADINGS; INTERPRETATION.  The headings of the Sections and Sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.  The word “including” (in its various forms) means including without limitation.  All references in this Agreement to “days” refer to “calendar days” unless otherwise specified.

24.CLAWBACK.  Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with any member of the Company Group or any Affiliate, which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by any member of the Company Group or an Affiliate pursuant to any such law, government regulation or stock exchange listing requirement).

25.WITHHOLDING.  The Company and any Affiliate will have the right to withhold from any amount payable hereunder any federal, state, city, local, foreign or other taxes in order for the Company or any Affiliate to satisfy any withholding tax obligation it may have under any applicable law, regulation or ruling.

26.GUARANTEE.  The Parent and Station Holdco LLC, to the fullest extent permitted by applicable law, hereby irrevocably and unconditionally guarantees to the Executive the prompt performance and payment in full when due of all obligations of the Company to the Executive under this Agreement.

27.COUNTERPARTS.  This Agreement may be executed in counterparts, including by email delivery of a scanned signature page in pdf or tiff format, each of which shall be deemed an original and all of which shall constitute one and the same Agreement with the same effect as if all Parties had signed the same signature page.  Any signature page of this Agreement may be delivered detached from any counterpart of this Agreement and reattached to any other counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature pages.

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[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Execution Date.

STATION CASINOS LLC

By:

Name:

Title:

RED ROCK RESORTS, INC.

(for itself and on behalf of Station Holdco LLC)

By:

Name:

Title:

Stephen L. Cavallaro

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EXHIBIT A

GENERAL RELEASE AND COVENANT NOT TO SUE

This GENERAL RELEASE AND COVENANT NOT TO SUE (this “Release”) is executed and delivered by Stephen L. Cavallaro (the “Executive”) to RED ROCK RESORTS, INC. STATION CASINOS LLC. and STATION HOLDCO LLC (collectively, the “Company”).

In consideration of the agreement by the Company or its affiliates to provide certain separation payments pursuant to Section 6 of the Employment Agreement between the Executive and the Company, dated as of [            , 2016] (the “Employment Agreement”), and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Executive hereby agrees as follows:

1.RELEASE AND COVENANT.  THE EXECUTIVE, OF HIS OWN FREE WILL, VOLUNTARILY RELEASES AND FOREVER DISCHARGES THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR RESPECTIVE PAST AND PRESENT AGENTS, EMPLOYEES, MANAGERS, REPRESENTATIVES, OFFICERS, DIRECTORS, ATTORNEYS, ACCOUNTANTS, TRUSTEES, SHAREHOLDERS, PARTNERS, INSURERS, HEIRS, PREDECESSORS-IN-INTEREST, ADVISORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”) FROM, AND COVENANTS NOT TO SUE OR PROCEED AGAINST ANY OF THE FOREGOING ON THE BASIS OF, ANY AND ALL PAST OR PRESENT CAUSES OF ACTION, SUITS, AGREEMENTS OR OTHER RIGHTS OR CLAIMS WHICH THE EXECUTIVE, HIS DEPENDENTS, RELATIVES, HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS HAS OR HAVE AGAINST ANY OF THE RELEASED PARTIES UPON OR BY REASON OF ANY MATTER ARISING OUT OF HIS EMPLOYMENT BY THE COMPANY AND ITS SUBSIDIARIES AND THE CESSATION OF SAID EMPLOYMENT, AND INCLUDING, BUT NOT LIMITED TO, ANY ALLEGED VIOLATION OF THE CIVIL RIGHTS ACTS OF 1964 AND 1991, THE EQUAL PAY ACT OF 1963, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967 (INCLUDING THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990), THE REHABILITATION ACT OF 1973, THE FAMILY AND MEDICAL LEAVE ACT OF 1993, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE EMPLOYMENT RETIREMENT INCOME SECURITY ACT OF 1974, THE NEVADA FAIR EMPLOYMENT PRACTICES ACT, THE LABOR LAWS OF THE UNITED STATES AND NEVADA, AND ANY OTHER FEDERAL, STATE OR LOCAL LAW, REGULATION OR ORDINANCE, OR PUBLIC POLICY, CONTRACT OR TORT LAW, HAVING ANY BEARING WHATSOEVER ON THE TERMS AND CONDITIONS OR CESSATION OF HIS EMPLOYMENT WITH THE COMPANY AND ITS SUBSIDIARIES.  THIS RELEASE DOES NOT AFFECT ANY RIGHTS THE EXECUTIVE MAY HAVE TO FILE A CHARGE WITH ANY FEDERAL OR STATE ADMINISTRATIVE AGENCY; PROVIDED, HOWEVER, THAT THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE EXECUTIVE IS NOT ENTITLED TO ANY PERSONAL RECOVERY IN ANY SUCH AGENCY PROCEEDINGS.

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2.DUE CARE.  THE EXECUTIVE ACKNOWLEDGES THAT HE HAS RECEIVED A COPY OF THIS RELEASE PRIOR TO ITS EXECUTION AND HAS BEEN ADVISED HEREBY OF HIS OPPORTUNITY TO REVIEW AND CONSIDER THIS RELEASE FOR TWENTY-ONE (21) DAYS PRIOR TO ITS EXECUTION.  THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS BEEN ADVISED HEREBY TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS RELEASE.  THE EXECUTIVE ENTERS INTO THIS RELEASE HAVING FREELY AND KNOWINGLY ELECTED, AFTER DUE CONSIDERATION, TO EXECUTE THIS RELEASE AND TO FULFILL THE PROMISES SET FORTH HEREIN.  THIS RELEASE SHALL BE REVOCABLE BY THE EXECUTIVE DURING THE SEVEN (7) DAY PERIOD FOLLOWING ITS EXECUTION, AND SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE EXPIRATION OF SUCH SEVEN (7) DAY PERIOD.  IN THE EVENT OF SUCH A REVOCATION, THE EXECUTIVE SHALL NOT BE ENTITLED TO THE CONSIDERATION FOR THIS RELEASE SET FORTH ABOVE.

3.RELIANCE BY THE EXECUTIVE.  THE EXECUTIVE ACKNOWLEDGES THAT, IN HIS DECISION TO ENTER INTO THIS RELEASE, HE HAS NOT RELIED ON ANY REPRESENTATIONS, PROMISES OR ARRANGEMENT OF ANY KIND, INCLUDING ORAL STATEMENTS BY REPRESENTATIVES OF THE COMPANY, EXCEPT AS SET FORTH IN THIS RELEASE.

4.MISCELLANEOUS.  THIS RELEASE SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.  IF ANY PROVISION OF THIS RELEASE IS HELD INVALID OR UNENFORCEABLE FOR ANY REASON, THE REMAINING PROVISIONS SHALL BE CONSTRUED AS IF THE INVALID OR UNENFORCEABLE PROVISION HAD NOT BEEN INCLUDED.

This GENERAL RELEASE AND COVENANT NOT TO SUE is executed by the Executive and delivered to the Company on                    , 20   .

“Executive”

Stephen L. Cavallaro

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EX-10.7

Exhibit 10.7

FORM OF EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of [        , 2016] (the “Execution Date”), by and among STATION CASINOS LLC, a Nevada limited liability company (the “Company”), RED ROCK RESORTS, INC., a Delaware corporation (the “Parent”), and Marc J. Falcone (the “Executive”).

WHEREAS, in connection with the initial public offering of the Parent (the “IPO”), the Company, the Parent and the Executive (each individually a “Party” and together the “Parties”) desire to enter into this Agreement, as set forth herein; and

WHEREAS, contemporaneous with the Executive’s entry into this Agreement, the Executive is entering into a separate Termination Agreement with the Company and/or its applicable current or former affiliate(s) (including, if applicable, Fertitta Entertainment LLC) with respect to the termination of any prior employment agreement(s) or similar arrangement(s) between or among such parties;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the Parties agree as follows:

1.DEFINITIONS.  In addition to certain terms defined elsewhere in this Agreement, the following terms shall have the following respective meanings:

1.1“Affiliate” shall mean any Person directly or indirectly controlling, controlled by or under common control with the Company (including the Parent and any Person directly or indirectly controlling, controlled by or under common control with the Parent).

1.2“Base Salary” shall mean the salary provided for in Section 3.1 of this Agreement, as the same may be increased thereunder.

1.3“Board” shall mean the Board of Directors of the Parent, including any successor of the Parent in the event of a Change in Control.

1.4“Cause” shall mean that the Executive: (a) has been found unsuitable to hold a gaming license by final, non-appealable decision of the Nevada Gaming Commission; (b) has been convicted of any felony; (c) has engaged in acts or omissions constituting gross negligence or willful misconduct resulting, in either case, in material economic harm to the Company; or (d) has materially breached this Agreement.

1.5“Change in Control” shall mean the occurrence of any of the following events:

(a)Following the IPO Date, the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a Permitted Holder, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the combined voting power of the then-outstanding securities entitled to vote generally in the election of members of the Board (the “Voting Power”) at such

time; provided that the following acquisitions shall not constitute a Change in Control: (i) any such acquisition directly from the Parent; (ii) any such acquisition by the Parent; (iii) any such acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Parent or any of its subsidiaries; or (iv) any such acquisition pursuant to a transaction that complies with clauses (i), (ii) and (iii) of paragraph (c) below; or

(b)individuals who, as of the IPO Date, constitute the Board (the “Incumbent Board”) cease for any reason (other than death or disability) to constitute at least a majority of the Board; provided, that any individual becoming a director subsequent to the IPO Date, whose election, or nomination for election by the Parent’s stockholders, was approved by a vote of the directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Parent in which such person is named as a nominee for director, without objection to such nomination) shall be considered as though such individual was a member of the Incumbent Board, but excluding for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than either the Board or any Permitted Holder; or

(c)consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Parent (a “Business Combination”), in each case, unless following such Business Combination, (i) either (A) Permitted Holders or (B) all or substantially all of the individuals and entities who were the beneficial owners of the Voting Power immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such transaction (including an entity that, as a result of such transaction, owns the Parent or substantially all of the Parent’s assets either directly or through one or more subsidiaries) and, in the case of the foregoing clause (B), in substantially the same proportions relative to each other as their ownership immediately prior to such transaction of the securities representing the Voting Power, (ii) no Person (excluding any Permitted Holder, any entity resulting from such transaction or any employee benefit plan (or related trust) sponsored or maintained by the Parent or such entity resulting from such transaction) beneficially owns, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock of the entity resulting from such transaction, or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to such transaction, and (iii) at least a majority of the members of the board of directors of the entity resulting from such transaction were members of the Incumbent Board at the time of the execution of the initial agreement with respect to, or the action of the Board providing for, such transaction; or

(d)approval by the stockholders of the Parent of a complete liquidation or dissolution of the Parent.

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Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any deferred compensation that is subject to Section 409A of the Code, then, to the extent required to avoid the imposition of additional taxes under Section 409A of the Code, the transaction or event described in paragraph (a), (b), (c) or (d) above, with respect to such deferred compensation, shall only constitute a Change in Control for purposes of the payment timing of such deferred compensation if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5).

1.6“Code” shall mean the Internal Revenue Code of 1986, as amended.

1.7“Company Group” shall mean the Parent together with its subsidiaries.

1.8“Company Property” shall mean all property, items and materials provided by the Company or any Affiliate to the Executive, or to which the Executive has access, in the course of his employment, including all files, records, documents, drawings, specifications, memoranda, notes, reports, manuals, equipment, computer disks, videotapes, blueprints and other documents and similar items relating to the Company or any Affiliate, or their respective customers, whether prepared by the Executive or others, and any and all copies, abstracts and summaries thereof.

1.9“Confidential Information” shall mean all nonpublic and/or proprietary information respecting the business of the Company or any Affiliate, including products, programs, projects, promotions, marketing plans and strategies, business plans or practices, business operations, employees, research and development, intellectual property, software, databases, trademarks, pricing information and accounting and financing data.  Confidential Information also includes information concerning the Company’s or any Affiliate’s customers, such as their identity, address, preferences, playing patterns and ratings or any other information kept by the Company or any Affiliate concerning customers, whether or not such information has been reduced to documentary form.  Confidential Information does not include information that is, or becomes, available to the public unless such availability occurs through an unauthorized act on the part of the Executive or another person with an obligation to maintain the confidentiality of such information.

1.10“Disability” shall mean a physical or mental incapacity that prevents the Executive from performing the essential functions of his position with the Company for a minimum period of 90 days as determined (a) in accordance with any long-term disability plan provided by the Company of which the Executive is a participant, or (b) by the following procedure:  The Executive agrees to submit to medical examinations by a licensed healthcare professional selected by the Company, in its sole discretion, to determine whether a Disability exists.  In addition, the Executive may submit to the Company documentation of a Disability, or lack thereof, from a licensed healthcare professional of his choice.  Following a determination of a Disability or lack of Disability by the Company’s or the Executive’s licensed healthcare professional, any other Party may submit subsequent documentation relating to the existence of a Disability from a licensed healthcare professional selected by such other Party.  In the event that the medical opinions of such licensed healthcare professionals conflict, such licensed healthcare professionals shall appoint a third licensed healthcare professional to examine the Executive, and the opinion of such third licensed healthcare professional shall be dispositive.

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1.11“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.12“Good Reason” shall mean and exist if there has been a Change in Control and, thereafter, without the Executive’s prior written consent, one or more of the following events occurs:

(a)the Executive suffers a material reduction in the authorities, duties or responsibilities associated with his position as described in Section 2.3, or the Executive is assigned any duties or responsibilities that are inconsistent with the scope of duties and responsibilities associated with the Executive’s position as described in Section 2.3;

(b)the Executive is required to relocate from, or maintain his principal office outside of, Las Vegas, Nevada;

(c)the Executive’s Base Salary is decreased by the Company;

(d)the Company or the Parent materially breaches this Agreement; or

(e)the Company fails to obtain a written agreement satisfactory to the Executive from any successor or assign of the Company to assume and perform this Agreement.

1.13“IPO Date” shall mean the date that the IPO and each of the transactions ancillary thereto, including the issuance and sale of capital stock in connection with the IPO, are consummated.

1.14“Las Vegas Strip” shall mean that area bounded by Koval Lane and straight extensions thereof on the East, Charleston Boulevard on the North, I-15 on the West, and Sunset Road on the South.

1.15“Permitted Holder” shall mean (a) (i) Frank J. Fertitta III and Lorenzo J. Fertitta and (ii) any lineal descendants of such persons; (b) executors, administrators or legal representatives of the estate of any person listed in clause (a) of this sentence; (c) heirs, distributees and beneficiaries of any person listed in clause (a) of this sentence; (d) any trust as to which any of the foregoing is a settlor or co-settlor; and (e) any corporation, partnership or other entity which is, directly or indirectly, controlling, controlled by or under common control with, any of the foregoing.

1.16“Person” shall mean any individual, firm, partnership, association, trust, company, corporation, limited liability company, joint-stock company, unincorporated organization, government, political subdivision or other entity.

1.17“Pro Rata Annual Bonus” shall mean the amount of Annual Bonus, multiplied by a fraction, the numerator of which is the number of days in such year during which the Executive was actually employed by the Company (or its predecessor) and the denominator of which is 365.

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1.18“Restricted Area” shall mean (a) the City of Las Vegas, Nevada, and the area within a 45-mile radius of that city, and (b) any area in or within a 100-mile radius of any other jurisdiction in which the Company or any of its Affiliates is directly or indirectly engaged in the development, ownership, operation or management of any gaming activities or is actively pursuing any such activities.

1.19“Restricted Period” shall mean the period beginning on the IPO Date and ending on the date that is the later of (a) the fifth anniversary of the IPO Date and (b) (i) with respect to the Restricted Area (other than the Las Vegas Strip), the second anniversary of the date of the Executive’s termination of employment with the Company Group, and (ii) with respect to the Las Vegas Strip, the first anniversary of the date of the Executive’s termination of employment with the Company Group; provided, however, that if the Executive’s employment with the Company Group is terminated, prior to the fifth anniversary of the IPO Date, by the Company without Cause or by the Executive for Good Reason, then the Restricted Period shall instead terminate at the time specified in the preceding clause (b).

1.20“Target Annual Bonus” shall mean an amount that is no less than 100% of the Executive’s then current Base Salary.

1.21“Term of Employment” shall mean the period specified in Section 2.2.

2.TERM OF EMPLOYMENT, POSITIONS AND RESPONSIBILITIES.

2.1Employment Accepted.  The Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, for the Term of Employment, in the positions and with the duties and responsibilities set forth in Section 2.3, and upon such other terms and conditions as are stated in this Agreement.

2.2Term of Employment.  The Term of Employment shall commence upon the IPO Date and, unless earlier terminated pursuant to the provisions of this Agreement, shall terminate upon the close of business on the day immediately preceding the fifth anniversary of the IPO Date.  In the event the IPO does not occur, this Agreement shall be null and void, and no Party shall be liable under this Agreement in any respect.

2.3Title and Responsibilities.  During the Term of Employment, the Executive shall be employed as the Executive Vice President, Chief Financial Officer, Treasurer and Secretary.  In carrying out his duties under this Agreement, the Executive shall report directly to the [Chief Executive Officer].  During the Term of Employment, the Executive shall devote full time and attention to the business and affairs of the Company and shall use his best efforts, skills and abilities to promote the interests of the Company Group.  Anything herein to the contrary notwithstanding, the Executive shall not be precluded from engaging in charitable and community affairs and managing his personal investments, to the extent such activities do not materially interfere with the Executive’s duties and obligations under this Agreement, it being expressly understood and agreed that, to the extent any such activities have been conducted by the Executive prior to the date of this Agreement and disclosed to the Board in writing prior to the date of this Agreement, the continued conduct of such activities (or, in lieu thereof, activities similar in nature and scope thereto) after the date of this Agreement shall be deemed not to

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interfere with the Executive’s duties and obligations to the Company under this Agreement.  The Executive may serve as a member of the board of directors of other corporations, subject to the approval of a majority of the Board, which approval shall not be unreasonably withheld or delayed.

3.COMPENSATION.

3.1Base Salary.  During the Term of Employment, the Executive shall be entitled to receive a base salary payable no less frequently than in equal bi-weekly installments at an annualized rate of no less than $600,000 (the “Base Salary”).  Following the first anniversary of the IPO Date, the Base Salary shall be reviewed annually for increase (but not decrease) in the discretion of the Board.  In conducting any such annual review, the Board shall take into account any change in the Executive’s responsibilities, increases in the compensation of other executives of the Company or any Affiliate (or any comparable competitor(s) of the Company Group), the performance of the Executive, the results and projections of the Company Group and other pertinent factors.  Such increased Base Salary shall then constitute the Executive’s “Base Salary” for purposes of this Agreement.

3.2Annual Bonus.  The Company may pay the Executive an annual bonus (the “Annual Bonus”) for each calendar year ending during the Term of Employment in an amount that will be determined by the Board based on the performance of the Executive and of the business of the Company Group, but with a targeted annual payment amount (based upon achievement of applicable target-level performance) equal to the Target Annual Bonus.  The Annual Bonus awarded to the Executive shall be paid at the same time as annual bonuses are paid to other senior officers of the Company, and in any event no later than March 1 of the year following the calendar year in which such bonus is earned.

3.3Equity Incentives.  The Executive shall be eligible to participate in the Company’s and the Parent’s long-term incentive plans on terms determined by the Board to be commensurate with his position and duties.

3.4Initial Equity Award.  On the pricing date of the IPO (the “Pricing Date”), the Parent shall grant to the Executive, contingent upon the occurrence of the IPO, an initial equity grant (the “Initial Equity Award”) as follows:  (a) a stock option to acquire shares of the Parent’s common stock, at an exercise price per share equal to the per share IPO price of the Parent’s common stock, with the number of shares subject to such stock option being that necessary to cause the Black-Scholes-Merton value of such stock option on the Pricing Date to be equal to 100% of the Base Salary (determined using inputs consistent with those the Parent uses for its financial reporting purposes), which will vest 25% on each of the first four anniversaries of the IPO Date (subject to the Executive’s continued employment on the applicable vesting date); and (b) a number of restricted shares of the Parent equal to 100% of the Base Salary divided by the per share IPO price of the Parent’s common stock, which will vest 50% on each of the third and fourth anniversaries of the IPO Date (subject to the Executive’s continued employment on the applicable vesting date).  The Initial Equity Award shall be subject to the terms of the Red Rock Resorts, Inc. 2016 Equity Incentive Plan and the terms of the applicable award agreements.

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3.5Certain Limitations.  Notwithstanding anything to the contrary herein, the Base Salary, Annual Bonus, any payment provided under Section 6 hereof,  and any participation in long-term incentive plans (including any Initial Equity Awards) shall be subject to the limitations set forth in Article 11 of the Third Amended and Restated Limited Liability Company Agreement of Station Holdco, LLC, the Company’s parent, and, in the event of any conflict between the terms and provisions of this Agreement and those of such Article 11, the terms and provisions of such Article 11 shall govern.

4.EMPLOYEE BENEFIT PROGRAMS.

4.1Pension and Welfare Benefit Plans.  During the Term of Employment, the Executive shall be entitled to participate in all employee benefit programs made available to the Company’s executives or salaried employees generally, as such programs may be in effect from time to time, including pension and other retirement plans, group life insurance, group health insurance, accidental death and dismemberment insurance, long-term disability, sick leave (including salary continuation arrangements), vacations (of at least four weeks per year), holidays and other employee benefit programs sponsored by the Company; provided, however, that such benefits shall not duplicate the benefits provided pursuant to Section 4.2.

4.2Additional Pension, Welfare and Other Benefits.  Notwithstanding the foregoing, During the Term of Employment, the Company shall continue to provide the Executive with the same group health, executive medical, disability and life insurance-related coverage and/or benefits, and tax preparation services, as were in effect with respect to the Executive immediately prior to the IPO Date, in each instance on a basis (including substantially comparable cost) consistent with that provided to the Executive immediately prior to the IPO Date.

5.BUSINESS EXPENSE REIMBURSEMENT.  During the Term of Employment, the Executive shall be entitled to receive reimbursement by the Company for all reasonable out-of-pocket expenses incurred by him in performing services under this Agreement, subject to providing the proper documentation of said expenses.

6.TERMINATION OF EMPLOYMENT.

6.1Termination Due to Death or Disability.  The Executive’s employment shall be terminated immediately in the event of his death or Disability.  In the event of a termination due to the Executive’s death or Disability, the Executive or his estate, as the case may be, shall be entitled, in lieu of any other compensation whatsoever, to:

(a)Base Salary at the rate in effect at the time of his termination through the date of termination of employment;

(b)any Annual Bonus awarded but not yet paid, payable as specified in Section 3.2;

(c)a Pro Rata Annual Bonus for the fiscal year in which death or Disability occurs, payable as specified in Section 3.2;

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(d)subject to Section 5, reimbursement for expenses incurred but not paid prior to such termination of employment; and

(e)such rights to other compensation and benefits as may be provided in applicable plans and programs of the Company, including applicable employee benefit plans and programs, according to the terms and provisions of such plans and programs.

6.2Termination by the Company for Cause.  The Company may terminate the Executive for Cause at any time during the Term of Employment by giving written notice to the Executive within 90 days of the Company first becoming aware of the existence of Cause, and, unless the Executive takes remedial action resulting in the cessation of Cause within 30 days of receipt of such notification, the Company may terminate his employment for Cause at any time during the 40-day period following the expiration of such 30-day period (or, if such act or failure to act is not susceptible to remedy, during the 40-day period following the Company’s provision of notice regarding the existence of Cause).  In the event of a termination for Cause, the Executive shall be entitled, in lieu of any other compensation whatsoever, to:

(a)Base Salary at the rate in effect at the time of his termination through the date of termination of employment;

(b)any Annual Bonus awarded but not yet paid, payable as specified in Section 3.2;

(c)subject to Section 5, reimbursement for expenses incurred but not paid prior to such termination of employment; and

(d)such rights to other benefits as may be provided in applicable plans and programs of the Company, including applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs.

6.3Termination by the Executive Without Good Reason.  The Executive may terminate his employment on his own initiative for any reason upon 30 days’ prior written notice to the Company; provided, however, that during such notice period, the Executive shall reasonably cooperate with the Company (at no cost to the Executive) in minimizing the effects of such termination on the Company Group.  Such termination shall have the same consequences as a termination for Cause under Section 6.2.

6.4Termination by the Company Without Cause.  Notwithstanding any other provision of this Agreement, the Company may terminate the Executive’s employment without Cause, other than due to death or Disability, at any time during the Term of Employment by giving written notice to the Executive.  In the event of such termination, the Executive shall be entitled, in lieu of any other compensation whatsoever, to:

(a)subject to Section 7.3, an amount equal to the Executive’s Base Salary at the rate in effect at the time of his termination, paid in 12 equal monthly installments;

(b)any Annual Bonus awarded but not yet paid, payable as specified in Section 3.2;

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(c)subject to Section 7.3, a Pro-Rata Annual Bonus for the fiscal year in which such termination of employment occurs, payable as specified in Section 3.2;

(d)subject to Section 5, reimbursement of expenses incurred but not paid prior to such termination of employment;

(e)(i) continuation of the Executive’s group health insurance and long-term disability insurance, at the level in effect at the time of his termination of employment, through the end of the 12th month following such termination, or (ii) in the event the Company determines that continuation of such coverage is not permitted, a lump-sum payment to the Executive of the economic equivalent thereof (as if the Executive were employed during such period); and

(f)such rights to other benefits as may be provided in applicable plans and programs of the Company, including applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs.

6.5Termination by the Executive With Good Reason.  The Company covenants and agrees that it will not take any action, or fail to take any action, that will provide Good Reason for the Executive to terminate this Agreement.  In the event that the Company takes any action, or fails to take any action, in violation of the proceeding sentence, then the Executive shall give, within 90 days of the Executive first becoming aware of the occurrence of such action or failure to act, written notice to the Company of the existence of Good Reason, and, unless the Company takes remedial action resulting in the cessation of Good Reason within 30 days of receipt of such notification, the Executive may terminate his employment for Good Reason at any time during the 40-day period following the expiration of such 30-day period (or, if such act or failure to act is not susceptible to remedy, during the 40-day period following the Executive’s provision of notice regarding the existence of Good Reason).  Such termination shall have the same consequences as a termination without Cause under Section 6.4.

7.CONDITIONS TO PAYMENTS.

7.1Timing of Payments.  Unless otherwise provided herein or required by law, any payments to which the Executive shall be entitled under Section 6 following the termination of his employment shall be made as promptly as practicable and in no event later than five business days following such termination of employment; provided, however, that any amounts payable pursuant to Section 6.4(a) (or the same amounts payable pursuant to Section 6.5) shall be payable beginning upon the Company’s first ordinary payroll date after the 30th day following the termination of his employment, subject to the satisfaction of the conditions set forth in Section 7.3 prior to such date.

7.2No Mitigation; No Offset.  In the event of any termination of employment under Section 6, the Executive shall be under no obligation to seek other employment and there shall be no offset against amounts due to the Executive on account of any remuneration attributable to any subsequent employment that the Executive may obtain.  Any amounts payable to the Executive are in the nature of severance payments, or liquidated damages, or both, and are not in the nature of a penalty.

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7.3General Release.  No amounts payable to the Executive upon the termination of his employment pursuant to Section 6.4(a) or (c) (or the same amounts payable pursuant to Section 6.5) shall be made to the Executive unless and until he executes a general release substantially in the form annexed to this Agreement as Exhibit A and such general release becomes effective within 30 days after the date of termination pursuant to its terms.  If such release does not become effective within the time period prescribed above, the Company’s obligations under Section 6.4(a) or (c) (or the same amounts payable pursuant to Section 6.5) shall cease immediately.

8.EXCISE TAX.

8.1Notwithstanding any other provisions in this Agreement, in the event that any payment or benefit received or to be received by the Executive (including any payment or benefit received in connection with a change in control of the Company or the termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement) (all such payments and benefits, together, the “Total Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, or any successor provision thereto (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, program, arrangement or agreement, the Company will reduce the Total Payments to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (but in no event to less than zero); provided, however, that the Total Payments will only be reduced if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state, municipal and local income and employment taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state, municipal and local income and employment taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).

8.2In the case of a reduction in the Total Payments, the Total Payments will be reduced in the following order (unless reduction in another order is required to avoid adverse consequences under Section 409A of the Code, in which case, reduction will be in such other order):  (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata.  Any reductions made pursuant to

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each of clauses (i)-(v) above will be made in the following manner: first, a pro-rata reduction of cash payment and payments and benefits due in respect of any equity not subject to Section 409A of the Code, and second, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A of the Code as deferred compensation.

8.3For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax:  (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to the change in control, the Company’s independent auditor (the “Auditor”), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

8.4At the time that payments are made under this Agreement, the Company will provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations, including any opinions or other advice the Company received from Tax Counsel or the Auditor.  If the Executive objects to the Company’s calculations, the Company will pay to the Executive such portion of the Total Payments (up to 100% thereof) as the Executive determines is necessary to result in the proper application of this Section 8.  All determinations required by this Section 8 (or requested by either the Executive or the Company in connection with this Section 8) will be at the expense of the Company.  The fact that the Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 8 will not of itself limit or otherwise affect any other rights of the Executive under this Agreement.

9.INDEMNIFICATION.

9.1General.  The Company agrees that if the Executive is made a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (an “Indemnifiable Action”), by reason of the fact that he is or was a director or officer of the Company or the Parent or is or was serving at the request of the Company or the Parent as a director, officer, member, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Indemnifiable Action is alleged action in an official capacity as a director, officer, member, employee or agent he shall be indemnified and held harmless by the Company and the Parent to the fullest extent authorized by Nevada law and the Company’s and the Parent’s by-laws, as the same exist or may hereafter be amended (but, in the case of any such amendment to the Company’s or the Parent’s by-laws, only to the

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extent such amendment permits the Company or the Parent to provide broader indemnification rights than the Company’s or the Parent’s by-laws permitted the Company or the Parent to provide before such amendment, as applicable), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith.  The indemnification provided to the Executive pursuant to this Section 9 shall be in addition to, and not in lieu of, any indemnification provided to the Executive pursuant to (a) any separate indemnification agreement between the Executive and any member of the Company Group, (b) the Company’s and/or the Parent’s charter and/or bylaws, and/or (c) applicable law; provided that nothing herein or therein shall entitle the Executive to recover any expense, liability or loss more than once.

9.2Procedure.  The indemnification provided to the Executive pursuant to this Section 9 shall be subject to the following conditions:

(a)The Executive must promptly give the Company written notice of any actual or threatened Indemnifiable Action and, upon providing such notice, the Executive shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption in reaching any contrary determination; provided, however, that the Executive’s failure to give such notice shall not affect the Company’s obligations hereunder;

(b)The Company will be permitted, at its option, to participate in, or to assume, the defense of any Indemnifiable Action, with counsel approved by the Executive; provided, however, that (i) the Executive shall have the right to employ his own counsel in such Indemnifiable Action at the Executive’s expense; and (ii) if (A) the retention of counsel by the Executive has been previously authorized by the Company, (B) the Executive shall have concluded, based on the advice of his legal counsel, that there may be a conflict of interest between the Company and the Executive in the conduct of any such defense, or (C) the Company shall not, in fact, have retained counsel to assume the defense of such Indemnifiable Action, the fees and expenses of the Executive’s counsel shall be at the expense of the Company; and provided, further, that the Company shall not settle any action or claim that would impose any limitation or penalty on the Executive without obtaining the Executive’s prior written consent, which consent shall not be unreasonably withheld;

(c)The Executive must provide reasonable cooperation to the Company in the defense of any Indemnifiable Action; and

(d)The Executive must refrain from settling any Indemnifiable Action without obtaining the Company’s prior written consent, which consent shall not be unreasonably withheld.

9.3Advancement of Costs and Expenses.  The Company agrees to advance all costs and expenses referred to in Sections 9.1 and 9.6; provided, however, that the Executive agrees to repay to the Company any amounts so advanced only if, and to the extent that, it shall ultimately be determined by a court of competent jurisdiction that the Executive is not entitled to be indemnified by the Company or the Parent as authorized by this Agreement.  The advances to be

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made hereunder shall be paid by the Company to or on behalf of the Executive within 20 days following delivery of a written request therefor by the Executive to the Company.  The Executive’s entitlement to advancement of costs and expenses hereunder shall include those incurred in connection with any action, suit or proceeding by the Executive seeking a determination, adjudication or arbitration in award with respect to his rights and/or obligations under this Section 9.

9.4Non-Exclusivity of Rights.  The right to indemnification and the payment of expenses incurred in defending an Indemnifiable Action in advance of its final disposition conferred in this Section 9 shall not be exclusive of any other right which the Executive may have or hereafter may acquire under any statute, provision of the certificate of incorporation or by-laws of the Company or the Parent, agreement, vote of stockholders or disinterested directors or otherwise.

9.5D&O Insurance.  The Company will maintain a directors’ and officers’ liability insurance policy covering the Executive that provides coverage that is reasonable in relation to the Executive’s position during the Term of Employment.

9.6Witness Expenses.  Notwithstanding any other provision of this Agreement, the Company and the Parent shall indemnify the Executive if and whenever he is a witness or threatened to be made a witness to any action, suit or proceeding to which the Executive is not a party, by reason of the fact that the Executive is or was a director or officer of the Company or its Affiliates or by reason of anything done or not done by him in such capacity, against all expense, liability and loss incurred or suffered by the Executive in connection therewith; provided, however, that if the Executive is no longer employed by the Company, the Company will compensate him, on an hourly basis, for all time spent (except for time spent actually testifying), at either his then current compensation rate or his Base Salary at the rate in effect as of the termination of his employment, whichever is higher.

9.7Survival.  The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement, regardless of the reason for such termination.

10.DUTY OF LOYALTY.

10.1General.  The Parties hereto understand and agree that the purpose of the restrictions contained in this Section 10 is to protect the goodwill and other legitimate business interests of the Company and its Affiliates and that the Company would not have entered into this Agreement in the absence of such restrictions.  The Executive acknowledges and agrees that the restrictions are reasonable and do not, and will not, unduly impair his ability to earn a living after the termination of his employment with the Company.

10.2Confidential Information.  The Executive understands and acknowledges that Confidential Information constitutes a valuable asset of the Company and its Affiliates and may not be converted to the Executive’s own or any third party’s use.  Accordingly, the Executive hereby agrees that he shall not, directly or indirectly, during the Term of Employment or at any time after the termination of his employment, disclose any Confidential Information to any Person not expressly authorized by the Company to receive such Confidential Information.  The

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Executive further agrees that he shall not, directly or indirectly, during the Term of Employment or at any time after the termination of his employment, use or make use of any Confidential Information in connection with any business activity other than that of the Company.  The Parties acknowledge and agree that this Agreement is not intended to, and does not, alter the Company’s or the Parent’s rights, or the Executive’s obligations, under any state or federal statutory or common law regarding trade secrets and unfair trade practices.

10.3Company Property.  All Company Property is and shall remain exclusively the property of the Company.  Unless authorized in writing to the contrary, the Executive shall promptly, and without charge, deliver to the Company on the termination of employment hereunder, or at any other time the Company may so request, all Company Property that the Executive may then possess or have under his control.

10.4Required Disclosure.  In the event the Executive is required by law or court order to disclose any Confidential Information or to produce any Company Property, the Executive shall promptly notify the Company of such requirement and provide the Company with a copy of any court order or of any law which requires such disclosure and, if the Company so elects, to the extent permitted by applicable law, give the Company an adequate opportunity, at its own expense, to contest such law or court order prior to any such required disclosure or production by the Executive.

10.5Non-Solicitation of Employees.  The Executive agrees that, during the Restricted Period, he will not, directly or indirectly, for himself, or as agent, or on behalf of or in conjunction with any other person, firm, partnership, corporation or other entity, induce or entice any employee of the Company or any Affiliate to leave such employment, or otherwise hire or retain any employee of the Company or any Affiliate, or cause or assist anyone else in doing so.  For the purposes of this Section 10.5, the term “employee” shall include consultants and independent contractors, and shall be deemed to include current employees and any employee who left the employ of the Company or any Affiliate within six months prior to any such inducement or enticement or hiring or retention of that person.  The term “employee” as used in this Section 10.5 does not include the Executive’s executive assistant.

10.6Non-Competition.  The Executive agrees that, during the Restricted Period, the Executive shall not, without the express written consent of the Board, directly or indirectly enter the employ of, act as a consultant to or otherwise render any services on behalf of, act as a lender to, or be a director, officer, principal, agent, stockholder, member, owner or partner of, or permit the Executive’s name to be used in connection with the activities of any other business, organization or third party engaged in the gaming industry or otherwise in the same business as the Company or any Affiliate and that directly or indirectly conducts its business in the Restricted Area.

10.7Remedies.  The Executive and the Company acknowledge that the covenants contained in this Section 10 are reasonable under the circumstances.  Accordingly, if, in the opinion of any court of competent jurisdiction, any such covenant is not reasonable in any respect, such court will have the right, power and authority to sever or modify any provision or provisions of such covenants as to the court will appear not reasonable and to enforce the remainder of the covenants as so amended.  The Executive further acknowledges that the remedy

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at law available to the Company Group for breach of any of the Executive’s obligations under this Section 10 may be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms.  Accordingly, in addition to any other rights or remedies that the Company Group may have at law, in equity or under this Agreement, upon proof of the Executive’s violation of any such provision of this Agreement, the Company Group will be entitled to seek immediate injunctive relief and may seek a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage or the posting of any bond.

10.8Survival.  The Executive agrees that the provisions of this Section 10 shall survive the termination of this Agreement and the termination of the Executive’s employment to the extent provided above.

11.DISPUTE RESOLUTION; FEES.  Except as otherwise provided in Section 9.3, the Parties agree that in the event any Party finds it necessary to initiate any legal action to obtain any payments, benefits or rights provided by this Agreement to such Party, the other Party shall reimburse such Party for all attorney’s fees and other related expenses incurred by him or it to the extent such Party is successful in such action.

12.NOTICES.  All notices, demands and requests required or permitted to be given to a Party under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the Party concerned at the address indicated below or to such changed address as such Party may subsequently give notice of:

If to the Company:	Station Casinos LLC
	1505 S. Pavilion Center Drive
	Las Vegas, Nevada 89135
	Attention: General Counsel
With a copy (which shall not constitute notice) to:
	Milbank, Tweed, Hadley & McCloy LLP 601 South Figueroa Street, 30th Floor Los Angeles, California 90017 Attention:  Kenneth J. Baronsky
If to the Parent:	Red Rock Resorts, Inc.
	1505 S. Pavilion Center Drive Las Vegas, Nevada 89135 Attention:  General Counsel
With a copy (which shall not constitute notice) to:
	Milbank, Tweed, Hadley & McCloy LLP 601 South Figueroa Street, 30th Floor Los Angeles, California 90017 Attention:  Kenneth J. Baronsky

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If to the Executive:	To the Executive’s most current home address, as set forth in the employment records of the Company
With a copy (which shall not constitute notice) to:
	Marc J. Falcone 1505 S. Pavilion Center Drive Las Vegas, Nevada 89135

13.BENEFICIARIES/REFERENCES.  The Executive shall be entitled to select a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following the Executive’s death, and may change such election, by giving the Company written notice thereof.  In the event of the Executive’s death or a judicial determination of his incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative.

14.SURVIVORSHIP.  The respective rights and obligations of the Parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations, whether or not survival is specifically set forth in the applicable provisions.  The provisions of this Section 14 are in addition to the survivorship provisions of any other Section of this Agreement.

15.REPRESENTATIONS AND WARRANTIES.  Each Party represents and warrants that he or it is fully authorized and empowered to enter into this Agreement and that the performance of his or its obligations under this Agreement will not violate any agreement between that Party and any other Person.

16.ENTIRE AGREEMENT.  This Agreement contains the entire agreement among the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, among the Parties with respect thereto.  No representations, inducements, promises or agreements not embodied herein shall be of any force or effect.

17.ASSIGNABILITY; BINDING NATURE.  This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns; provided, however, that no rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and provided, further, that no rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law.

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18.AMENDMENT OR WAIVER.  No provision in this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing, signed by all Parties.  No waiver by one Party of any breach by any other Party of any condition or provision of this Agreement to be performed by such other Party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time.  No failure of the Company to exercise any power given it hereunder or to insist upon strict compliance by the Executive with any obligation hereunder, and no custom or practice at variance with the terms hereof, shall constitute a waiver of the right of the Company to demand strict compliance with the terms hereof.

19.SEVERABILITY.  In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.  Without limiting the generality of the immediately preceding sentence, in the event that a court of competent jurisdiction or an arbitrator appointed in accordance with Section 21 determines that the provisions of this Agreement would be unenforceable as written because they cover too extensive a geographic area, too broad a range of activities or too long a period of time, or otherwise, then such provisions will automatically be modified to cover the maximum geographic area, range of activities and period of time as may be enforceable, and, in addition, such court or arbitrator (as applicable) is hereby expressly authorized to so modify this Agreement and to enforce it as so modified.

20.SECTION 409A.  Notwithstanding anything in this Agreement to the contrary, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”).  If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax.  By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered a part of the Deferred Amount) will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Executive’s Separation From Service or (ii) the Executive’s death.  The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall be paid with the Deferred Amount.  With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year

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following the year in which the Executive incurs the related expenses.  In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.  Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes of Section 409A of the Code.

21.MUTUAL ARBITRATION AGREEMENT.

21.1Arbitrable Claims.  All disputes between the Executive (and his attorneys, successors, and assigns) and the Company (and its trustees, beneficiaries, officers, directors, managers, affiliates, employees, agents, successors, attorneys, and assigns) relating in any manner whatsoever to the employment or termination of the Executive, including all disputes arising under this Agreement (“Arbitrable Claims”), shall be resolved by binding arbitration as set forth in this Section 21 (the “Mutual Arbitration Agreement”).  Arbitrable Claims shall include claims for compensation, claims for breach of any contract or covenant (express or implied), and tort claims of all kinds, as well as all claims based on any federal, state, or local law, statute or regulation, but shall not include the Company’s right to seek injunctive relief as provided in Section 10.7.  Arbitration shall be final and binding upon the Parties and shall be the exclusive remedy for all Arbitrable Claims.  THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JUDGE OR JURY IN REGARD TO ARBITRABLE CLAIMS, EXCEPT AS PROVIDED BY SECTION 21.4.

21.2Procedure.  Arbitration of Arbitrable Claims shall be in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association, as amended, and as augmented in this Agreement.  Either Party may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award.  Otherwise, neither Party shall initiate or prosecute any lawsuit, appeal or administrative action in any way related to an Arbitrable Claim.  The initiating Party must file and serve an arbitration claim within 60 days of learning the facts giving rise to the alleged claim.  All arbitration hearings under this Agreement shall be conducted in Las Vegas, Nevada.  The Federal Arbitration Act shall govern the interpretation and enforcement of this Agreement.  Subject to Section 11, the fees of the arbitrator shall be divided equally between both Parties.

21.3Confidentiality.  All proceedings and all documents prepared in connection with any Arbitrable Claim shall be confidential and, unless otherwise required by law, the subject matter and content thereof shall not be disclosed to any Person other than the Parties, their counsel, witnesses and experts, the arbitrator and, if involved, the court and court staff.

21.4Applicability.  This Section 21 shall apply to all disputes under this Agreement other than disputes relating to the enforcement of the Company’s rights under Section 10 of this Agreement.

21.5Acknowledgements.  The Executive acknowledges that he:

(a)has carefully read this Section 21;

(b)understands its terms and conditions; and

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(c)has entered into this Mutual Arbitration Agreement voluntarily and not in reliance on any promises or representations made by the Company other than those contained in this Mutual Arbitration Agreement.

22.GOVERNING LAW.  This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Nevada without reference to the principles of conflict of laws thereof.  In the event of any dispute or controversy arising out of or relating to this Agreement that is not an Arbitrable Claim, the Parties mutually and irrevocably consent to, and waive any objection to, the exclusive jurisdiction of any court of competent jurisdiction in Clark County, Nevada, to resolve such dispute or controversy.

23.HEADINGS; INTERPRETATION.  The headings of the Sections and Sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.  The word “including” (in its various forms) means including without limitation.  All references in this Agreement to “days” refer to “calendar days” unless otherwise specified.

24.CLAWBACK.  Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with any member of the Company Group or any Affiliate, which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by any member of the Company Group or an Affiliate pursuant to any such law, government regulation or stock exchange listing requirement).

25.WITHHOLDING.  The Company and any Affiliate will have the right to withhold from any amount payable hereunder any federal, state, city, local, foreign or other taxes in order for the Company or any Affiliate to satisfy any withholding tax obligation it may have under any applicable law, regulation or ruling.

26.GUARANTEE.  The Parent and Station Holdco LLC, to the fullest extent permitted by applicable law, hereby irrevocably and unconditionally guarantees to the Executive the prompt performance and payment in full when due of all obligations of the Company to the Executive under this Agreement.

27.COUNTERPARTS.  This Agreement may be executed in counterparts, including by email delivery of a scanned signature page in pdf or tiff format, each of which shall be deemed an original and all of which shall constitute one and the same Agreement with the same effect as if all Parties had signed the same signature page.  Any signature page of this Agreement may be delivered detached from any counterpart of this Agreement and reattached to any other counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature pages.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Execution Date.

STATION CASINOS LLC

By:

Name:

Title:

RED ROCK RESORTS, INC.

(for itself and on behalf of Station Holdco LLC)

By:

Name:

Title:

Marc J. Falcone

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EXHIBIT A

GENERAL RELEASE AND COVENANT NOT TO SUE

This GENERAL RELEASE AND COVENANT NOT TO SUE (this “Release”) is executed and delivered by Marc J. Falcone (the “Executive”) to RED ROCK RESORTS, INC. STATION CASINOS LLC. and STATION HOLDCO LLC (collectively, the “Company”).

In consideration of the agreement by the Company or its affiliates to provide certain separation payments pursuant to Section 6 of the Employment Agreement between the Executive and the Company, dated as of [            , 2016] (the “Employment Agreement”), and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Executive hereby agrees as follows:

1.RELEASE AND COVENANT.  THE EXECUTIVE, OF HIS OWN FREE WILL, VOLUNTARILY RELEASES AND FOREVER DISCHARGES THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR RESPECTIVE PAST AND PRESENT AGENTS, EMPLOYEES, MANAGERS, REPRESENTATIVES, OFFICERS, DIRECTORS, ATTORNEYS, ACCOUNTANTS, TRUSTEES, SHAREHOLDERS, PARTNERS, INSURERS, HEIRS, PREDECESSORS-IN-INTEREST, ADVISORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”) FROM, AND COVENANTS NOT TO SUE OR PROCEED AGAINST ANY OF THE FOREGOING ON THE BASIS OF, ANY AND ALL PAST OR PRESENT CAUSES OF ACTION, SUITS, AGREEMENTS OR OTHER RIGHTS OR CLAIMS WHICH THE EXECUTIVE, HIS DEPENDENTS, RELATIVES, HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS HAS OR HAVE AGAINST ANY OF THE RELEASED PARTIES UPON OR BY REASON OF ANY MATTER ARISING OUT OF HIS EMPLOYMENT BY THE COMPANY AND ITS SUBSIDIARIES AND THE CESSATION OF SAID EMPLOYMENT, AND INCLUDING, BUT NOT LIMITED TO, ANY ALLEGED VIOLATION OF THE CIVIL RIGHTS ACTS OF 1964 AND 1991, THE EQUAL PAY ACT OF 1963, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967 (INCLUDING THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990), THE REHABILITATION ACT OF 1973, THE FAMILY AND MEDICAL LEAVE ACT OF 1993, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE EMPLOYMENT RETIREMENT INCOME SECURITY ACT OF 1974, THE NEVADA FAIR EMPLOYMENT PRACTICES ACT, THE LABOR LAWS OF THE UNITED STATES AND NEVADA, AND ANY OTHER FEDERAL, STATE OR LOCAL LAW, REGULATION OR ORDINANCE, OR PUBLIC POLICY, CONTRACT OR TORT LAW, HAVING ANY BEARING WHATSOEVER ON THE TERMS AND CONDITIONS OR CESSATION OF HIS EMPLOYMENT WITH THE COMPANY AND ITS SUBSIDIARIES.  THIS RELEASE DOES NOT AFFECT ANY RIGHTS THE EXECUTIVE MAY HAVE TO FILE A CHARGE WITH ANY FEDERAL OR STATE ADMINISTRATIVE AGENCY; PROVIDED, HOWEVER, THAT THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE EXECUTIVE IS NOT ENTITLED TO ANY PERSONAL RECOVERY IN ANY SUCH AGENCY PROCEEDINGS.

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2.DUE CARE.  THE EXECUTIVE ACKNOWLEDGES THAT HE HAS RECEIVED A COPY OF THIS RELEASE PRIOR TO ITS EXECUTION AND HAS BEEN ADVISED HEREBY OF HIS OPPORTUNITY TO REVIEW AND CONSIDER THIS RELEASE FOR TWENTY-ONE (21) DAYS PRIOR TO ITS EXECUTION.  THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS BEEN ADVISED HEREBY TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS RELEASE.  THE EXECUTIVE ENTERS INTO THIS RELEASE HAVING FREELY AND KNOWINGLY ELECTED, AFTER DUE CONSIDERATION, TO EXECUTE THIS RELEASE AND TO FULFILL THE PROMISES SET FORTH HEREIN.  THIS RELEASE SHALL BE REVOCABLE BY THE EXECUTIVE DURING THE SEVEN (7) DAY PERIOD FOLLOWING ITS EXECUTION, AND SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE EXPIRATION OF SUCH SEVEN (7) DAY PERIOD.  IN THE EVENT OF SUCH A REVOCATION, THE EXECUTIVE SHALL NOT BE ENTITLED TO THE CONSIDERATION FOR THIS RELEASE SET FORTH ABOVE.

3.RELIANCE BY THE EXECUTIVE.  THE EXECUTIVE ACKNOWLEDGES THAT, IN HIS DECISION TO ENTER INTO THIS RELEASE, HE HAS NOT RELIED ON ANY REPRESENTATIONS, PROMISES OR ARRANGEMENT OF ANY KIND, INCLUDING ORAL STATEMENTS BY REPRESENTATIVES OF THE COMPANY, EXCEPT AS SET FORTH IN THIS RELEASE.

4.MISCELLANEOUS.  THIS RELEASE SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.  IF ANY PROVISION OF THIS RELEASE IS HELD INVALID OR UNENFORCEABLE FOR ANY REASON, THE REMAINING PROVISIONS SHALL BE CONSTRUED AS IF THE INVALID OR UNENFORCEABLE PROVISION HAD NOT BEEN INCLUDED.

This GENERAL RELEASE AND COVENANT NOT TO SUE is executed by the Executive and delivered to the Company on                    , 20   .

“Executive”

Marc J. Falcone

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EX-10.8

Exhibit 10.8

FORM OF EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of [        , 2016] (the “Execution Date”), by and among STATION CASINOS LLC, a Nevada limited liability company (the “Company”), RED ROCK RESORTS, INC., a Delaware corporation (the “Parent”), and Richard J. Haskins (the “Executive”).

WHEREAS, in connection with the initial public offering of the Parent (the “IPO”), the Company, the Parent and the Executive (each individually a “Party” and together the “Parties”) desire to enter into this Agreement, as set forth herein; and

WHEREAS, contemporaneous with the Executive’s entry into this Agreement, the Executive is entering into a separate Termination Agreement with the Company and/or its applicable current or former affiliate(s) (including, if applicable, Fertitta Entertainment LLC) with respect to the termination of any prior employment agreement(s) or similar arrangement(s) between or among such parties;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the Parties agree as follows:

1.DEFINITIONS.  In addition to certain terms defined elsewhere in this Agreement, the following terms shall have the following respective meanings:

1.1“Affiliate” shall mean any Person directly or indirectly controlling, controlled by or under common control with the Company (including the Parent and any Person directly or indirectly controlling, controlled by or under common control with the Parent).

1.2“Base Salary” shall mean the salary provided for in Section 3.1 of this Agreement, as the same may be increased thereunder.

1.3“Board” shall mean the Board of Directors of the Parent, including any successor of the Parent in the event of a Change in Control.

1.4“Cause” shall mean that the Executive: (a) has been found unsuitable to hold a gaming license by final, non-appealable decision of the Nevada Gaming Commission; (b) has been convicted of any felony; (c) has engaged in acts or omissions constituting gross negligence or willful misconduct resulting, in either case, in material economic harm to the Company; or (d) has materially breached this Agreement.

1.5“Change in Control” shall mean the occurrence of any of the following events:

(a)Following the IPO Date, the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a Permitted Holder, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the combined voting power of the then-outstanding securities entitled to vote generally in the election of members of the Board (the “Voting Power”) at such

time; provided that the following acquisitions shall not constitute a Change in Control: (i) any such acquisition directly from the Parent; (ii) any such acquisition by the Parent; (iii) any such acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Parent or any of its subsidiaries; or (iv) any such acquisition pursuant to a transaction that complies with clauses (i), (ii) and (iii) of paragraph (c) below; or

(b)individuals who, as of the IPO Date, constitute the Board (the “Incumbent Board”) cease for any reason (other than death or disability) to constitute at least a majority of the Board; provided, that any individual becoming a director subsequent to the IPO Date, whose election, or nomination for election by the Parent’s stockholders, was approved by a vote of the directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Parent in which such person is named as a nominee for director, without objection to such nomination) shall be considered as though such individual was a member of the Incumbent Board, but excluding for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than either the Board or any Permitted Holder; or

(c)consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Parent (a “Business Combination”), in each case, unless following such Business Combination, (i) either (A) Permitted Holders or (B) all or substantially all of the individuals and entities who were the beneficial owners of the Voting Power immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such transaction (including an entity that, as a result of such transaction, owns the Parent or substantially all of the Parent’s assets either directly or through one or more subsidiaries) and, in the case of the foregoing clause (B), in substantially the same proportions relative to each other as their ownership immediately prior to such transaction of the securities representing the Voting Power, (ii) no Person (excluding any Permitted Holder, any entity resulting from such transaction or any employee benefit plan (or related trust) sponsored or maintained by the Parent or such entity resulting from such transaction) beneficially owns, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock of the entity resulting from such transaction, or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to such transaction, and (iii) at least a majority of the members of the board of directors of the entity resulting from such transaction were members of the Incumbent Board at the time of the execution of the initial agreement with respect to, or the action of the Board providing for, such transaction; or

(d)approval by the stockholders of the Parent of a complete liquidation or dissolution of the Parent.

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Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any deferred compensation that is subject to Section 409A of the Code, then, to the extent required to avoid the imposition of additional taxes under Section 409A of the Code, the transaction or event described in paragraph (a), (b), (c) or (d) above, with respect to such deferred compensation, shall only constitute a Change in Control for purposes of the payment timing of such deferred compensation if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5).

1.6“Code” shall mean the Internal Revenue Code of 1986, as amended.

1.7“Company Group” shall mean the Parent together with its subsidiaries.

1.8“Company Property” shall mean all property, items and materials provided by the Company or any Affiliate to the Executive, or to which the Executive has access, in the course of his employment, including all files, records, documents, drawings, specifications, memoranda, notes, reports, manuals, equipment, computer disks, videotapes, blueprints and other documents and similar items relating to the Company or any Affiliate, or their respective customers, whether prepared by the Executive or others, and any and all copies, abstracts and summaries thereof.

1.9“Confidential Information” shall mean all nonpublic and/or proprietary information respecting the business of the Company or any Affiliate, including products, programs, projects, promotions, marketing plans and strategies, business plans or practices, business operations, employees, research and development, intellectual property, software, databases, trademarks, pricing information and accounting and financing data.  Confidential Information also includes information concerning the Company’s or any Affiliate’s customers, such as their identity, address, preferences, playing patterns and ratings or any other information kept by the Company or any Affiliate concerning customers, whether or not such information has been reduced to documentary form.  Confidential Information does not include information that is, or becomes, available to the public unless such availability occurs through an unauthorized act on the part of the Executive or another person with an obligation to maintain the confidentiality of such information.

1.10“Disability” shall mean a physical or mental incapacity that prevents the Executive from performing the essential functions of his position with the Company for a minimum period of 90 days as determined (a) in accordance with any long-term disability plan provided by the Company of which the Executive is a participant, or (b) by the following procedure:  The Executive agrees to submit to medical examinations by a licensed healthcare professional selected by the Company, in its sole discretion, to determine whether a Disability exists.  In addition, the Executive may submit to the Company documentation of a Disability, or lack thereof, from a licensed healthcare professional of his choice.  Following a determination of a Disability or lack of Disability by the Company’s or the Executive’s licensed healthcare professional, any other Party may submit subsequent documentation relating to the existence of a Disability from a licensed healthcare professional selected by such other Party.  In the event that the medical opinions of such licensed healthcare professionals conflict, such licensed healthcare professionals shall appoint a third licensed healthcare professional to examine the Executive, and the opinion of such third licensed healthcare professional shall be dispositive.

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1.11“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.12“Good Reason” shall mean and exist if there has been a Change in Control and, thereafter, without the Executive’s prior written consent, one or more of the following events occurs:

(a)the Executive suffers a material reduction in the authorities, duties or responsibilities associated with his position as described in Section 2.3, or the Executive is assigned any duties or responsibilities that are inconsistent with the scope of duties and responsibilities associated with the Executive’s position as described in Section 2.3;

(b)the Executive is required to relocate from, or maintain his principal office outside of, Las Vegas, Nevada;

(c)the Executive’s Base Salary is decreased by the Company;

(d)the Company or the Parent materially breaches this Agreement; or

(e)the Company fails to obtain a written agreement satisfactory to the Executive from any successor or assign of the Company to assume and perform this Agreement.

1.13“IPO Date” shall mean the date that the IPO and each of the transactions ancillary thereto, including the issuance and sale of capital stock in connection with the IPO, are consummated.

1.14“Las Vegas Strip” shall mean that area bounded by Koval Lane and straight extensions thereof on the East, Charleston Boulevard on the North, I-15 on the West, and Sunset Road on the South.

1.15“Permitted Holder” shall mean (a) (i) Frank J. Fertitta III and Lorenzo J. Fertitta and (ii) any lineal descendants of such persons; (b) executors, administrators or legal representatives of the estate of any person listed in clause (a) of this sentence; (c) heirs, distributees and beneficiaries of any person listed in clause (a) of this sentence; (d) any trust as to which any of the foregoing is a settlor or co-settlor; and (e) any corporation, partnership or other entity which is, directly or indirectly, controlling, controlled by or under common control with, any of the foregoing.

1.16“Person” shall mean any individual, firm, partnership, association, trust, company, corporation, limited liability company, joint-stock company, unincorporated organization, government, political subdivision or other entity.

1.17“Pro Rata Annual Bonus” shall mean the amount of Annual Bonus, multiplied by a fraction, the numerator of which is the number of days in such year during which the Executive was actually employed by the Company (or its predecessor) and the denominator of which is 365.

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1.18“Restricted Area” shall mean (a) the City of Las Vegas, Nevada, and the area within a 45-mile radius of that city, and (b) any area in or within a 100-mile radius of any other jurisdiction in which the Company or any of its Affiliates is directly or indirectly engaged in the development, ownership, operation or management of any gaming activities or is actively pursuing any such activities.

1.19“Restricted Period” shall mean the period beginning on the IPO Date and ending on the date that is the later of (a) the fifth anniversary of the IPO Date and (b) (i) with respect to the Restricted Area (other than the Las Vegas Strip), the second anniversary of the date of the Executive’s termination of employment with the Company Group, and (ii) with respect to the Las Vegas Strip, the first anniversary of the date of the Executive’s termination of employment with the Company Group; provided, however, that if the Executive’s employment with the Company Group is terminated, prior to the fifth anniversary of the IPO Date, by the Company without Cause or by the Executive for Good Reason, then the Restricted Period shall instead terminate at the time specified in the preceding clause (b).

1.20“Target Annual Bonus” shall mean an amount that is no less than 100% of the Executive’s then current Base Salary.

1.21“Term of Employment” shall mean the period specified in Section 2.2.

2.TERM OF EMPLOYMENT, POSITIONS AND RESPONSIBILITIES.

2.1Employment Accepted.  The Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, for the Term of Employment, in the positions and with the duties and responsibilities set forth in Section 2.3, and upon such other terms and conditions as are stated in this Agreement.

2.2Term of Employment.  The Term of Employment shall commence upon the IPO Date and, unless earlier terminated pursuant to the provisions of this Agreement, shall terminate upon the close of business on the day immediately preceding the fifth anniversary of the IPO Date.  In the event the IPO does not occur, this Agreement shall be null and void, and no Party shall be liable under this Agreement in any respect.

2.3Title and Responsibilities.  During the Term of Employment, the Executive shall be employed as the President.  In carrying out his duties under this Agreement, the Executive shall report directly to the [Chief Executive Officer].  During the Term of Employment, the Executive shall devote full time and attention to the business and affairs of the Company and shall use his best efforts, skills and abilities to promote the interests of the Company Group.  Anything herein to the contrary notwithstanding, the Executive shall not be precluded from engaging in charitable and community affairs and managing his personal investments, to the extent such activities do not materially interfere with the Executive’s duties and obligations under this Agreement, it being expressly understood and agreed that, to the extent any such activities have been conducted by the Executive prior to the date of this Agreement and disclosed to the Board in writing prior to the date of this Agreement, the continued conduct of such activities (or, in lieu thereof, activities similar in nature and scope thereto) after the date of this Agreement shall be deemed not to interfere with the Executive’s duties and obligations to the

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Company under this Agreement.  The Executive may serve as a member of the board of directors of other corporations, subject to the approval of a majority of the Board, which approval shall not be unreasonably withheld or delayed.

3.COMPENSATION.

3.1Base Salary.  During the Term of Employment, the Executive shall be entitled to receive a base salary payable no less frequently than in equal bi-weekly installments at an annualized rate of no less than $750,000 (the “Base Salary”).  Following the first anniversary of the IPO Date, the Base Salary shall be reviewed annually for increase (but not decrease) in the discretion of the Board.  In conducting any such annual review, the Board shall take into account any change in the Executive’s responsibilities, increases in the compensation of other executives of the Company or any Affiliate (or any comparable competitor(s) of the Company Group), the performance of the Executive, the results and projections of the Company Group and other pertinent factors.  Such increased Base Salary shall then constitute the Executive’s “Base Salary” for purposes of this Agreement.

3.2Annual Bonus.  The Company may pay the Executive an annual bonus (the “Annual Bonus”) for each calendar year ending during the Term of Employment in an amount that will be determined by the Board based on the performance of the Executive and of the business of the Company Group, but with a targeted annual payment amount (based upon achievement of applicable target-level performance) equal to the Target Annual Bonus.  The Annual Bonus awarded to the Executive shall be paid at the same time as annual bonuses are paid to other senior officers of the Company, and in any event no later than March 1 of the year following the calendar year in which such bonus is earned.

3.3Equity Incentives.  The Executive shall be eligible to participate in the Company’s and the Parent’s long-term incentive plans on terms determined by the Board to be commensurate with his position and duties.

3.4Initial Equity Award.  On the pricing date of the IPO (the “Pricing Date”), the Parent shall grant to the Executive, contingent upon the occurrence of the IPO, an initial equity grant (the “Initial Equity Award”) as follows:  (a) a stock option to acquire shares of the Parent’s common stock, at an exercise price per share equal to the per share IPO price of the Parent’s common stock, with the number of shares subject to such stock option being that necessary to cause the Black-Scholes-Merton value of such stock option on the Pricing Date to be equal to 100% of the Base Salary (determined using inputs consistent with those the Parent uses for its financial reporting purposes), which will vest 25% on each of the first four anniversaries of the IPO Date (subject to the Executive’s continued employment on the applicable vesting date); and (b) a number of restricted shares of the Parent equal to 100% of the Base Salary divided by the per share IPO price of the Parent’s common stock, which will vest 50% on each of the third and fourth anniversaries of the IPO Date (subject to the Executive’s continued employment on the applicable vesting date).  The Initial Equity Award shall be subject to the terms of the Red Rock Resorts, Inc. 2016 Equity Incentive Plan and the terms of the applicable award agreements.

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3.5Certain Limitations.  Notwithstanding anything to the contrary herein, the Base Salary, Annual Bonus, any payment provided under Section 6 hereof,  and any participation in long-term incentive plans (including any Initial Equity Awards) shall be subject to the limitations set forth in Article 11 of the Third Amended and Restated Limited Liability Company Agreement of Station Holdco, LLC, the Company’s parent, and, in the event of any conflict between the terms and provisions of this Agreement and those of such Article 11, the terms and provisions of such Article 11 shall govern.

4.EMPLOYEE BENEFIT PROGRAMS.

4.1Pension and Welfare Benefit Plans.  During the Term of Employment, the Executive shall be entitled to participate in all employee benefit programs made available to the Company’s executives or salaried employees generally, as such programs may be in effect from time to time, including pension and other retirement plans, group life insurance, group health insurance, accidental death and dismemberment insurance, long-term disability, sick leave (including salary continuation arrangements), vacations (of at least four weeks per year), holidays and other employee benefit programs sponsored by the Company; provided, however, that such benefits shall not duplicate the benefits provided pursuant to Section 4.2.

4.2Additional Pension, Welfare and Other Benefits.  Notwithstanding the foregoing, During the Term of Employment, the Company shall continue to provide the Executive with the same group health, executive medical, disability and life insurance-related coverage and/or benefits, and tax preparation services, as were in effect with respect to the Executive immediately prior to the IPO Date, in each instance on a basis (including substantially comparable cost) consistent with that provided to the Executive immediately prior to the IPO Date.

5.BUSINESS EXPENSE REIMBURSEMENT.  During the Term of Employment, the Executive shall be entitled to receive reimbursement by the Company for all reasonable out-of-pocket expenses incurred by him in performing services under this Agreement, subject to providing the proper documentation of said expenses.

6.TERMINATION OF EMPLOYMENT.

6.1Termination Due to Death or Disability.  The Executive’s employment shall be terminated immediately in the event of his death or Disability.  In the event of a termination due to the Executive’s death or Disability, the Executive or his estate, as the case may be, shall be entitled, in lieu of any other compensation whatsoever, to:

(a)Base Salary at the rate in effect at the time of his termination through the date of termination of employment;

(b)any Annual Bonus awarded but not yet paid, payable as specified in Section 3.2;

(c)a Pro Rata Annual Bonus for the fiscal year in which death or Disability occurs, payable as specified in Section 3.2;

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(d)subject to Section 5, reimbursement for expenses incurred but not paid prior to such termination of employment; and

(e)such rights to other compensation and benefits as may be provided in applicable plans and programs of the Company, including applicable employee benefit plans and programs, according to the terms and provisions of such plans and programs.

6.2Termination by the Company for Cause.  The Company may terminate the Executive for Cause at any time during the Term of Employment by giving written notice to the Executive within 90 days of the Company first becoming aware of the existence of Cause, and, unless the Executive takes remedial action resulting in the cessation of Cause within 30 days of receipt of such notification, the Company may terminate his employment for Cause at any time during the 40-day period following the expiration of such 30-day period (or, if such act or failure to act is not susceptible to remedy, during the 40-day period following the Company’s provision of notice regarding the existence of Cause).  In the event of a termination for Cause, the Executive shall be entitled, in lieu of any other compensation whatsoever, to:

(a)Base Salary at the rate in effect at the time of his termination through the date of termination of employment;

(b)any Annual Bonus awarded but not yet paid, payable as specified in Section 3.2;

(c)subject to Section 5, reimbursement for expenses incurred but not paid prior to such termination of employment; and

(d)such rights to other benefits as may be provided in applicable plans and programs of the Company, including applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs.

6.3Termination by the Executive Without Good Reason.  The Executive may terminate his employment on his own initiative for any reason upon 30 days’ prior written notice to the Company; provided, however, that during such notice period, the Executive shall reasonably cooperate with the Company (at no cost to the Executive) in minimizing the effects of such termination on the Company Group.  Such termination shall have the same consequences as a termination for Cause under Section 6.2.

6.4Termination by the Company Without Cause.  Notwithstanding any other provision of this Agreement, the Company may terminate the Executive’s employment without Cause, other than due to death or Disability, at any time during the Term of Employment by giving written notice to the Executive.  In the event of such termination, the Executive shall be entitled, in lieu of any other compensation whatsoever, to:

(a)subject to Section 7.3, an amount equal to the Executive’s Base Salary at the rate in effect at the time of his termination, paid in 12 equal monthly installments;

(b)any Annual Bonus awarded but not yet paid, payable as specified in Section 3.2;

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(c)subject to Section 7.3, a Pro-Rata Annual Bonus for the fiscal year in which such termination of employment occurs, payable as specified in Section 3.2;

(d)subject to Section 5, reimbursement of expenses incurred but not paid prior to such termination of employment;

(e)(i) continuation of the Executive’s group health insurance and long-term disability insurance, at the level in effect at the time of his termination of employment, through the end of the 12th month following such termination, or (ii) in the event the Company determines that continuation of such coverage is not permitted, a lump-sum payment to the Executive of the economic equivalent thereof (as if the Executive were employed during such period); and

(f)such rights to other benefits as may be provided in applicable plans and programs of the Company, including applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs.

6.5Termination by the Executive With Good Reason.  The Company covenants and agrees that it will not take any action, or fail to take any action, that will provide Good Reason for the Executive to terminate this Agreement.  In the event that the Company takes any action, or fails to take any action, in violation of the proceeding sentence, then the Executive shall give, within 90 days of the Executive first becoming aware of the occurrence of such action or failure to act, written notice to the Company of the existence of Good Reason, and, unless the Company takes remedial action resulting in the cessation of Good Reason within 30 days of receipt of such notification, the Executive may terminate his employment for Good Reason at any time during the 40-day period following the expiration of such 30-day period (or, if such act or failure to act is not susceptible to remedy, during the 40-day period following the Executive’s provision of notice regarding the existence of Good Reason).  Such termination shall have the same consequences as a termination without Cause under Section 6.4.

7.CONDITIONS TO PAYMENTS.

7.1Timing of Payments.  Unless otherwise provided herein or required by law, any payments to which the Executive shall be entitled under Section 6 following the termination of his employment shall be made as promptly as practicable and in no event later than five business days following such termination of employment; provided, however, that any amounts payable pursuant to Section 6.4(a) (or the same amounts payable pursuant to Section 6.5) shall be payable beginning upon the Company’s first ordinary payroll date after the 30th day following the termination of his employment, subject to the satisfaction of the conditions set forth in Section 7.3 prior to such date.

7.2No Mitigation; No Offset.  In the event of any termination of employment under Section 6, the Executive shall be under no obligation to seek other employment and there shall be no offset against amounts due to the Executive on account of any remuneration attributable to any subsequent employment that the Executive may obtain.  Any amounts payable to the Executive are in the nature of severance payments, or liquidated damages, or both, and are not in the nature of a penalty.

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7.3General Release.  No amounts payable to the Executive upon the termination of his employment pursuant to Section 6.4(a) or (c) (or the same amounts payable pursuant to Section 6.5) shall be made to the Executive unless and until he executes a general release substantially in the form annexed to this Agreement as Exhibit A and such general release becomes effective within 30 days after the date of termination pursuant to its terms.  If such release does not become effective within the time period prescribed above, the Company’s obligations under Section 6.4(a) or (c) (or the same amounts payable pursuant to Section 6.5) shall cease immediately.

8.EXCISE TAX.

8.1Notwithstanding any other provisions in this Agreement, in the event that any payment or benefit received or to be received by the Executive (including any payment or benefit received in connection with a change in control of the Company or the termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement) (all such payments and benefits, together, the “Total Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, or any successor provision thereto (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, program, arrangement or agreement, the Company will reduce the Total Payments to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (but in no event to less than zero); provided, however, that the Total Payments will only be reduced if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state, municipal and local income and employment taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state, municipal and local income and employment taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).

8.2In the case of a reduction in the Total Payments, the Total Payments will be reduced in the following order (unless reduction in another order is required to avoid adverse consequences under Section 409A of the Code, in which case, reduction will be in such other order):  (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata.  Any reductions made pursuant to

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each of clauses (i)-(v) above will be made in the following manner: first, a pro-rata reduction of cash payment and payments and benefits due in respect of any equity not subject to Section 409A of the Code, and second, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A of the Code as deferred compensation.

8.3For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax:  (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to the change in control, the Company’s independent auditor (the “Auditor”), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

8.4At the time that payments are made under this Agreement, the Company will provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations, including any opinions or other advice the Company received from Tax Counsel or the Auditor.  If the Executive objects to the Company’s calculations, the Company will pay to the Executive such portion of the Total Payments (up to 100% thereof) as the Executive determines is necessary to result in the proper application of this Section 8.  All determinations required by this Section 8 (or requested by either the Executive or the Company in connection with this Section 8) will be at the expense of the Company.  The fact that the Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 8 will not of itself limit or otherwise affect any other rights of the Executive under this Agreement.

9.INDEMNIFICATION.

9.1General.  The Company agrees that if the Executive is made a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (an “Indemnifiable Action”), by reason of the fact that he is or was a director or officer of the Company or the Parent or is or was serving at the request of the Company or the Parent as a director, officer, member, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Indemnifiable Action is alleged action in an official capacity as a director, officer, member, employee or agent he shall be indemnified and held harmless by the Company and the Parent to the fullest extent authorized by Nevada law and the Company’s and the Parent’s by-laws, as the same exist or may hereafter be amended (but, in the case of any such amendment to the Company’s or the Parent’s by-laws, only to the

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extent such amendment permits the Company or the Parent to provide broader indemnification rights than the Company’s or the Parent’s by-laws permitted the Company or the Parent to provide before such amendment, as applicable), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith.  The indemnification provided to the Executive pursuant to this Section 9 shall be in addition to, and not in lieu of, any indemnification provided to the Executive pursuant to (a) any separate indemnification agreement between the Executive and any member of the Company Group, (b) the Company’s and/or the Parent’s charter and/or bylaws, and/or (c) applicable law; provided that nothing herein or therein shall entitle the Executive to recover any expense, liability or loss more than once.

9.2Procedure.  The indemnification provided to the Executive pursuant to this Section 9 shall be subject to the following conditions:

(a)The Executive must promptly give the Company written notice of any actual or threatened Indemnifiable Action and, upon providing such notice, the Executive shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption in reaching any contrary determination; provided, however, that the Executive’s failure to give such notice shall not affect the Company’s obligations hereunder;

(b)The Company will be permitted, at its option, to participate in, or to assume, the defense of any Indemnifiable Action, with counsel approved by the Executive; provided, however, that (i) the Executive shall have the right to employ his own counsel in such Indemnifiable Action at the Executive’s expense; and (ii) if (A) the retention of counsel by the Executive has been previously authorized by the Company, (B) the Executive shall have concluded, based on the advice of his legal counsel, that there may be a conflict of interest between the Company and the Executive in the conduct of any such defense, or (C) the Company shall not, in fact, have retained counsel to assume the defense of such Indemnifiable Action, the fees and expenses of the Executive’s counsel shall be at the expense of the Company; and provided, further, that the Company shall not settle any action or claim that would impose any limitation or penalty on the Executive without obtaining the Executive’s prior written consent, which consent shall not be unreasonably withheld;

(c)The Executive must provide reasonable cooperation to the Company in the defense of any Indemnifiable Action; and

(d)The Executive must refrain from settling any Indemnifiable Action without obtaining the Company’s prior written consent, which consent shall not be unreasonably withheld.

9.3Advancement of Costs and Expenses.  The Company agrees to advance all costs and expenses referred to in Sections 9.1 and 9.6; provided, however, that the Executive agrees to repay to the Company any amounts so advanced only if, and to the extent that, it shall ultimately be determined by a court of competent jurisdiction that the Executive is not entitled to be indemnified by the Company or the Parent as authorized by this Agreement.  The advances to be

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made hereunder shall be paid by the Company to or on behalf of the Executive within 20 days following delivery of a written request therefor by the Executive to the Company.  The Executive’s entitlement to advancement of costs and expenses hereunder shall include those incurred in connection with any action, suit or proceeding by the Executive seeking a determination, adjudication or arbitration in award with respect to his rights and/or obligations under this Section 9.

9.4Non-Exclusivity of Rights.  The right to indemnification and the payment of expenses incurred in defending an Indemnifiable Action in advance of its final disposition conferred in this Section 9 shall not be exclusive of any other right which the Executive may have or hereafter may acquire under any statute, provision of the certificate of incorporation or by-laws of the Company or the Parent, agreement, vote of stockholders or disinterested directors or otherwise.

9.5D&O Insurance.  The Company will maintain a directors’ and officers’ liability insurance policy covering the Executive that provides coverage that is reasonable in relation to the Executive’s position during the Term of Employment.

9.6Witness Expenses.  Notwithstanding any other provision of this Agreement, the Company and the Parent shall indemnify the Executive if and whenever he is a witness or threatened to be made a witness to any action, suit or proceeding to which the Executive is not a party, by reason of the fact that the Executive is or was a director or officer of the Company or its Affiliates or by reason of anything done or not done by him in such capacity, against all expense, liability and loss incurred or suffered by the Executive in connection therewith; provided, however, that if the Executive is no longer employed by the Company, the Company will compensate him, on an hourly basis, for all time spent (except for time spent actually testifying), at either his then current compensation rate or his Base Salary at the rate in effect as of the termination of his employment, whichever is higher.

9.7Survival.  The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement, regardless of the reason for such termination.

10.DUTY OF LOYALTY.

10.1General.  The Parties hereto understand and agree that the purpose of the restrictions contained in this Section 10 is to protect the goodwill and other legitimate business interests of the Company and its Affiliates and that the Company would not have entered into this Agreement in the absence of such restrictions.  The Executive acknowledges and agrees that the restrictions are reasonable and do not, and will not, unduly impair his ability to earn a living after the termination of his employment with the Company.

10.2Confidential Information.  The Executive understands and acknowledges that Confidential Information constitutes a valuable asset of the Company and its Affiliates and may not be converted to the Executive’s own or any third party’s use.  Accordingly, the Executive hereby agrees that he shall not, directly or indirectly, during the Term of Employment or at any time after the termination of his employment, disclose any Confidential Information to any Person not expressly authorized by the Company to receive such Confidential Information.  The

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Executive further agrees that he shall not, directly or indirectly, during the Term of Employment or at any time after the termination of his employment, use or make use of any Confidential Information in connection with any business activity other than that of the Company.  The Parties acknowledge and agree that this Agreement is not intended to, and does not, alter the Company’s or the Parent’s rights, or the Executive’s obligations, under any state or federal statutory or common law regarding trade secrets and unfair trade practices.

10.3Company Property.  All Company Property is and shall remain exclusively the property of the Company.  Unless authorized in writing to the contrary, the Executive shall promptly, and without charge, deliver to the Company on the termination of employment hereunder, or at any other time the Company may so request, all Company Property that the Executive may then possess or have under his control.

10.4Required Disclosure.  In the event the Executive is required by law or court order to disclose any Confidential Information or to produce any Company Property, the Executive shall promptly notify the Company of such requirement and provide the Company with a copy of any court order or of any law which requires such disclosure and, if the Company so elects, to the extent permitted by applicable law, give the Company an adequate opportunity, at its own expense, to contest such law or court order prior to any such required disclosure or production by the Executive.

10.5Non-Solicitation of Employees.  The Executive agrees that, during the Restricted Period, he will not, directly or indirectly, for himself, or as agent, or on behalf of or in conjunction with any other person, firm, partnership, corporation or other entity, induce or entice any employee of the Company or any Affiliate to leave such employment, or otherwise hire or retain any employee of the Company or any Affiliate, or cause or assist anyone else in doing so.  For the purposes of this Section 10.5, the term “employee” shall include consultants and independent contractors, and shall be deemed to include current employees and any employee who left the employ of the Company or any Affiliate within six months prior to any such inducement or enticement or hiring or retention of that person.  The term “employee” as used in this Section 10.5 does not include the Executive’s executive assistant.

10.6Non-Competition.  The Executive agrees that, during the Restricted Period, the Executive shall not, without the express written consent of the Board, directly or indirectly enter the employ of, act as a consultant to or otherwise render any services on behalf of, act as a lender to, or be a director, officer, principal, agent, stockholder, member, owner or partner of, or permit the Executive’s name to be used in connection with the activities of any other business, organization or third party engaged in the gaming industry or otherwise in the same business as the Company or any Affiliate and that directly or indirectly conducts its business in the Restricted Area (each, a “Competing Business”). Notwithstanding the foregoing, the Executive’s private practice of law (in which he shall be permitted to represent any Competing Business so long as (i) the Executive obtains the prior written consent of the Board after full disclosure in each case in which such representation could be adverse to or in conflict with the interests of the Company and (ii) the Executive does not divulge or use any Confidential Information in connection with such representation) during the Restricted Period shall not be deemed to be a violation of this Section 10.6.

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10.7Remedies.  The Executive and the Company acknowledge that the covenants contained in this Section 10 are reasonable under the circumstances.  Accordingly, if, in the opinion of any court of competent jurisdiction, any such covenant is not reasonable in any respect, such court will have the right, power and authority to sever or modify any provision or provisions of such covenants as to the court will appear not reasonable and to enforce the remainder of the covenants as so amended.  The Executive further acknowledges that the remedy at law available to the Company Group for breach of any of the Executive’s obligations under this Section 10 may be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms.  Accordingly, in addition to any other rights or remedies that the Company Group may have at law, in equity or under this Agreement, upon proof of the Executive’s violation of any such provision of this Agreement, the Company Group will be entitled to seek immediate injunctive relief and may seek a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage or the posting of any bond.

10.8Survival.  The Executive agrees that the provisions of this Section 10 shall survive the termination of this Agreement and the termination of the Executive’s employment to the extent provided above.

11.DISPUTE RESOLUTION; FEES.  Except as otherwise provided in Section 9.3, the Parties agree that in the event any Party finds it necessary to initiate any legal action to obtain any payments, benefits or rights provided by this Agreement to such Party, the other Party shall reimburse such Party for all attorney’s fees and other related expenses incurred by him or it to the extent such Party is successful in such action.

12.NOTICES.  All notices, demands and requests required or permitted to be given to a Party under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the Party concerned at the address indicated below or to such changed address as such Party may subsequently give notice of:

If to the Company:	Station Casinos LLC
	1505 S. Pavilion Center Drive
	Las Vegas, Nevada 89135
	Attention: General Counsel
With a copy (which shall not constitute notice) to:
	Milbank, Tweed, Hadley & McCloy LLP 601 South Figueroa Street, 30th Floor Los Angeles, California 90017 Attention:  Kenneth J. Baronsky
If to the Parent:	Red Rock Resorts, Inc.
	1505 S. Pavilion Center Drive Las Vegas, Nevada 89135 Attention:  General Counsel

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With a copy (which shall not constitute notice) to:
	Milbank, Tweed, Hadley & McCloy LLP 601 South Figueroa Street, 30th Floor Los Angeles, California 90017 Attention:  Kenneth J. Baronsky
If to the Executive:	To the Executive’s most current home address, as set forth in the employment records of the Company
With a copy (which shall not constitute notice) to:
	Richard J. Haskins 1505 S. Pavilion Center Drive Las Vegas, Nevada 89135

13.BENEFICIARIES/REFERENCES.  The Executive shall be entitled to select a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following the Executive’s death, and may change such election, by giving the Company written notice thereof.  In the event of the Executive’s death or a judicial determination of his incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative.

14.SURVIVORSHIP.  The respective rights and obligations of the Parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations, whether or not survival is specifically set forth in the applicable provisions.  The provisions of this Section 14 are in addition to the survivorship provisions of any other Section of this Agreement.

15.REPRESENTATIONS AND WARRANTIES.  Each Party represents and warrants that he or it is fully authorized and empowered to enter into this Agreement and that the performance of his or its obligations under this Agreement will not violate any agreement between that Party and any other Person.

16.ENTIRE AGREEMENT.  This Agreement contains the entire agreement among the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, among the Parties with respect thereto.  No representations, inducements, promises or agreements not embodied herein shall be of any force or effect.

17.ASSIGNABILITY; BINDING NATURE.  This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns; provided, however, that no rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and provided, further, that no rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the

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Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law.

18.AMENDMENT OR WAIVER.  No provision in this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing, signed by all Parties.  No waiver by one Party of any breach by any other Party of any condition or provision of this Agreement to be performed by such other Party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time.  No failure of the Company to exercise any power given it hereunder or to insist upon strict compliance by the Executive with any obligation hereunder, and no custom or practice at variance with the terms hereof, shall constitute a waiver of the right of the Company to demand strict compliance with the terms hereof.

19.SEVERABILITY.  In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.  Without limiting the generality of the immediately preceding sentence, in the event that a court of competent jurisdiction or an arbitrator appointed in accordance with Section 21 determines that the provisions of this Agreement would be unenforceable as written because they cover too extensive a geographic area, too broad a range of activities or too long a period of time, or otherwise, then such provisions will automatically be modified to cover the maximum geographic area, range of activities and period of time as may be enforceable, and, in addition, such court or arbitrator (as applicable) is hereby expressly authorized to so modify this Agreement and to enforce it as so modified.

20.SECTION 409A.  Notwithstanding anything in this Agreement to the contrary, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”).  If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax.  By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered a part of the Deferred Amount) will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Executive’s Separation From Service or (ii) the Executive’s death.  The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A.

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(or its successor) during the deferral period and shall be paid with the Deferred Amount.  With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses.  In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.  Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes of Section 409A of the Code.

21.MUTUAL ARBITRATION AGREEMENT.

21.1Arbitrable Claims.  All disputes between the Executive (and his attorneys, successors, and assigns) and the Company (and its trustees, beneficiaries, officers, directors, managers, affiliates, employees, agents, successors, attorneys, and assigns) relating in any manner whatsoever to the employment or termination of the Executive, including all disputes arising under this Agreement (“Arbitrable Claims”), shall be resolved by binding arbitration as set forth in this Section 21 (the “Mutual Arbitration Agreement”).  Arbitrable Claims shall include claims for compensation, claims for breach of any contract or covenant (express or implied), and tort claims of all kinds, as well as all claims based on any federal, state, or local law, statute or regulation, but shall not include the Company’s right to seek injunctive relief as provided in Section 10.7.  Arbitration shall be final and binding upon the Parties and shall be the exclusive remedy for all Arbitrable Claims.  THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JUDGE OR JURY IN REGARD TO ARBITRABLE CLAIMS, EXCEPT AS PROVIDED BY SECTION 21.4.

21.2Procedure.  Arbitration of Arbitrable Claims shall be in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association, as amended, and as augmented in this Agreement.  Either Party may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award.  Otherwise, neither Party shall initiate or prosecute any lawsuit, appeal or administrative action in any way related to an Arbitrable Claim.  The initiating Party must file and serve an arbitration claim within 60 days of learning the facts giving rise to the alleged claim.  All arbitration hearings under this Agreement shall be conducted in Las Vegas, Nevada.  The Federal Arbitration Act shall govern the interpretation and enforcement of this Agreement.  Subject to Section 11, the fees of the arbitrator shall be divided equally between both Parties.

21.3Confidentiality.  All proceedings and all documents prepared in connection with any Arbitrable Claim shall be confidential and, unless otherwise required by law, the subject matter and content thereof shall not be disclosed to any Person other than the Parties, their counsel, witnesses and experts, the arbitrator and, if involved, the court and court staff.

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21.4Applicability.  This Section 21 shall apply to all disputes under this Agreement other than disputes relating to the enforcement of the Company’s rights under Section 10 of this Agreement.

21.5Acknowledgements.  The Executive acknowledges that he:

(a)has carefully read this Section 21;

(b)understands its terms and conditions; and

(c)has entered into this Mutual Arbitration Agreement voluntarily and not in reliance on any promises or representations made by the Company other than those contained in this Mutual Arbitration Agreement.

22.GOVERNING LAW.  This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Nevada without reference to the principles of conflict of laws thereof.  In the event of any dispute or controversy arising out of or relating to this Agreement that is not an Arbitrable Claim, the Parties mutually and irrevocably consent to, and waive any objection to, the exclusive jurisdiction of any court of competent jurisdiction in Clark County, Nevada, to resolve such dispute or controversy.

23.HEADINGS; INTERPRETATION.  The headings of the Sections and Sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.  The word “including” (in its various forms) means including without limitation.  All references in this Agreement to “days” refer to “calendar days” unless otherwise specified.

24.CLAWBACK.  Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with any member of the Company Group or any Affiliate, which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by any member of the Company Group or an Affiliate pursuant to any such law, government regulation or stock exchange listing requirement).

25.WITHHOLDING.  The Company and any Affiliate will have the right to withhold from any amount payable hereunder any federal, state, city, local, foreign or other taxes in order for the Company or any Affiliate to satisfy any withholding tax obligation it may have under any applicable law, regulation or ruling.

26.GUARANTEE.  The Parent and Station Holdco LLC, to the fullest extent permitted by applicable law, hereby irrevocably and unconditionally guarantees to the Executive the prompt performance and payment in full when due of all obligations of the Company to the Executive under this Agreement.

27.COUNTERPARTS.  This Agreement may be executed in counterparts, including by email delivery of a scanned signature page in pdf or tiff format, each of which shall be deemed

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an original and all of which shall constitute one and the same Agreement with the same effect as if all Parties had signed the same signature page.  Any signature page of this Agreement may be delivered detached from any counterpart of this Agreement and reattached to any other counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature pages.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Execution Date.

STATION CASINOS LLC

By:

Name:

Title:

RED ROCK RESORTS, INC.
(for itself and on behalf of Station Holdco LLC)

By:

Name:

Title:

Richard J. Haskins

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EXHIBIT A

GENERAL RELEASE AND COVENANT NOT TO SUE

This GENERAL RELEASE AND COVENANT NOT TO SUE (this “Release”) is executed and delivered by Richard J. Haskins (the “Executive”) to RED ROCK RESORTS, INC. STATION CASINOS LLC. and STATION HOLDCO LLC (collectively, the “Company”).

In consideration of the agreement by the Company or its affiliates to provide certain separation payments pursuant to Section 6 of the Employment Agreement between the Executive and the Company, dated as of [            , 2016] (the “Employment Agreement”), and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Executive hereby agrees as follows:

1.RELEASE AND COVENANT.  THE EXECUTIVE, OF HIS OWN FREE WILL, VOLUNTARILY RELEASES AND FOREVER DISCHARGES THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR RESPECTIVE PAST AND PRESENT AGENTS, EMPLOYEES, MANAGERS, REPRESENTATIVES, OFFICERS, DIRECTORS, ATTORNEYS, ACCOUNTANTS, TRUSTEES, SHAREHOLDERS, PARTNERS, INSURERS, HEIRS, PREDECESSORS-IN-INTEREST, ADVISORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”) FROM, AND COVENANTS NOT TO SUE OR PROCEED AGAINST ANY OF THE FOREGOING ON THE BASIS OF, ANY AND ALL PAST OR PRESENT CAUSES OF ACTION, SUITS, AGREEMENTS OR OTHER RIGHTS OR CLAIMS WHICH THE EXECUTIVE, HIS DEPENDENTS, RELATIVES, HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS HAS OR HAVE AGAINST ANY OF THE RELEASED PARTIES UPON OR BY REASON OF ANY MATTER ARISING OUT OF HIS EMPLOYMENT BY THE COMPANY AND ITS SUBSIDIARIES AND THE CESSATION OF SAID EMPLOYMENT, AND INCLUDING, BUT NOT LIMITED TO, ANY ALLEGED VIOLATION OF THE CIVIL RIGHTS ACTS OF 1964 AND 1991, THE EQUAL PAY ACT OF 1963, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967 (INCLUDING THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990), THE REHABILITATION ACT OF 1973, THE FAMILY AND MEDICAL LEAVE ACT OF 1993, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE EMPLOYMENT RETIREMENT INCOME SECURITY ACT OF 1974, THE NEVADA FAIR EMPLOYMENT PRACTICES ACT, THE LABOR LAWS OF THE UNITED STATES AND NEVADA, AND ANY OTHER FEDERAL, STATE OR LOCAL LAW, REGULATION OR ORDINANCE, OR PUBLIC POLICY, CONTRACT OR TORT LAW, HAVING ANY BEARING WHATSOEVER ON THE TERMS AND CONDITIONS OR CESSATION OF HIS EMPLOYMENT WITH THE COMPANY AND ITS SUBSIDIARIES.  THIS RELEASE DOES NOT AFFECT ANY RIGHTS THE EXECUTIVE MAY HAVE TO FILE A CHARGE WITH ANY FEDERAL OR STATE ADMINISTRATIVE AGENCY; PROVIDED, HOWEVER, THAT THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE EXECUTIVE IS NOT ENTITLED TO ANY PERSONAL RECOVERY IN ANY SUCH AGENCY PROCEEDINGS.

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2.DUE CARE.  THE EXECUTIVE ACKNOWLEDGES THAT HE HAS RECEIVED A COPY OF THIS RELEASE PRIOR TO ITS EXECUTION AND HAS BEEN ADVISED HEREBY OF HIS OPPORTUNITY TO REVIEW AND CONSIDER THIS RELEASE FOR TWENTY-ONE (21) DAYS PRIOR TO ITS EXECUTION.  THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS BEEN ADVISED HEREBY TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS RELEASE.  THE EXECUTIVE ENTERS INTO THIS RELEASE HAVING FREELY AND KNOWINGLY ELECTED, AFTER DUE CONSIDERATION, TO EXECUTE THIS RELEASE AND TO FULFILL THE PROMISES SET FORTH HEREIN.  THIS RELEASE SHALL BE REVOCABLE BY THE EXECUTIVE DURING THE SEVEN (7) DAY PERIOD FOLLOWING ITS EXECUTION, AND SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE EXPIRATION OF SUCH SEVEN (7) DAY PERIOD.  IN THE EVENT OF SUCH A REVOCATION, THE EXECUTIVE SHALL NOT BE ENTITLED TO THE CONSIDERATION FOR THIS RELEASE SET FORTH ABOVE.

3.RELIANCE BY THE EXECUTIVE.  THE EXECUTIVE ACKNOWLEDGES THAT, IN HIS DECISION TO ENTER INTO THIS RELEASE, HE HAS NOT RELIED ON ANY REPRESENTATIONS, PROMISES OR ARRANGEMENT OF ANY KIND, INCLUDING ORAL STATEMENTS BY REPRESENTATIVES OF THE COMPANY, EXCEPT AS SET FORTH IN THIS RELEASE.

4.MISCELLANEOUS.  THIS RELEASE SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.  IF ANY PROVISION OF THIS RELEASE IS HELD INVALID OR UNENFORCEABLE FOR ANY REASON, THE REMAINING PROVISIONS SHALL BE CONSTRUED AS IF THE INVALID OR UNENFORCEABLE PROVISION HAD NOT BEEN INCLUDED.

This GENERAL RELEASE AND COVENANT NOT TO SUE is executed by the Executive and delivered to the Company on                    , 20   .

“Executive”

Richard J. Haskins

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EX-10.9

Exhibit 10.9

FORM OF EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of [        , 2016] (the “Execution Date”), by and among STATION CASINOS LLC, a Nevada limited liability company (the “Company”), RED ROCK RESORTS, INC., a Delaware corporation (the “Parent”), and Daniel J. Roy (the “Executive”).

WHEREAS, in connection with the initial public offering of the Parent (the “IPO”), the Company, the Parent and the Executive (each individually a “Party” and together the “Parties”) desire to enter into this Agreement, as set forth herein; and

WHEREAS, contemporaneous with the Executive’s entry into this Agreement, the Executive is entering into a separate Termination Agreement with the Company and/or its applicable current or former affiliate(s) (including, if applicable, Fertitta Entertainment LLC) with respect to the termination of any prior employment agreement(s) or similar arrangement(s) between or among such parties;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the Parties agree as follows:

1.DEFINITIONS.  In addition to certain terms defined elsewhere in this Agreement, the following terms shall have the following respective meanings:

1.1“Affiliate” shall mean any Person directly or indirectly controlling, controlled by or under common control with the Company (including the Parent and any Person directly or indirectly controlling, controlled by or under common control with the Parent).

1.2“Base Salary” shall mean the salary provided for in Section 3.1 of this Agreement, as the same may be increased thereunder.

1.3“Board” shall mean the Board of Directors of the Parent, including any successor of the Parent in the event of a Change in Control.

1.4“Cause” shall mean that the Executive: (a) has been found unsuitable to hold a gaming license by final, non-appealable decision of the Nevada Gaming Commission; (b) has been convicted of any felony; (c) has engaged in acts or omissions constituting gross negligence or willful misconduct resulting, in either case, in material economic harm to the Company; or (d) has materially breached this Agreement.

1.5“Change in Control” shall mean the occurrence of any of the following events:

(a)Following the IPO Date, the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a Permitted Holder, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the combined voting power of the then-outstanding securities entitled to vote generally in the election of members of the Board (the “Voting Power”) at such time; provided that the following acquisitions shall not constitute a Change in Control: (i)

any such acquisition directly from the Parent; (ii) any such acquisition by the Parent; (iii) any such acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Parent or any of its subsidiaries; or (iv) any such acquisition pursuant to a transaction that complies with clauses (i), (ii) and (iii) of paragraph (c) below; or

(b)individuals who, as of the IPO Date, constitute the Board (the “Incumbent Board”) cease for any reason (other than death or disability) to constitute at least a majority of the Board; provided, that any individual becoming a director subsequent to the IPO Date, whose election, or nomination for election by the Parent’s stockholders, was approved by a vote of the directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Parent in which such person is named as a nominee for director, without objection to such nomination) shall be considered as though such individual was a member of the Incumbent Board, but excluding for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than either the Board or any Permitted Holder; or

(c)consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Parent (a “Business Combination”), in each case, unless following such Business Combination, (i) either (A) Permitted Holders or (B) all or substantially all of the individuals and entities who were the beneficial owners of the Voting Power immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such transaction (including an entity that, as a result of such transaction, owns the Parent or substantially all of the Parent’s assets either directly or through one or more subsidiaries) and, in the case of the foregoing clause (B), in substantially the same proportions relative to each other as their ownership immediately prior to such transaction of the securities representing the Voting Power, (ii) no Person (excluding any Permitted Holder, any entity resulting from such transaction or any employee benefit plan (or related trust) sponsored or maintained by the Parent or such entity resulting from such transaction) beneficially owns, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock of the entity resulting from such transaction, or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to such transaction, and (iii) at least a majority of the members of the board of directors of the entity resulting from such transaction were members of the Incumbent Board at the time of the execution of the initial agreement with respect to, or the action of the Board providing for, such transaction; or

(d)approval by the stockholders of the Parent of a complete liquidation or dissolution of the Parent.

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Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any deferred compensation that is subject to Section 409A of the Code, then, to the extent required to avoid the imposition of additional taxes under Section 409A of the Code, the transaction or event described in paragraph (a), (b), (c) or (d) above, with respect to such deferred compensation, shall only constitute a Change in Control for purposes of the payment timing of such deferred compensation if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5).

1.6“Code” shall mean the Internal Revenue Code of 1986, as amended.

1.7“Company Group” shall mean the Parent together with its subsidiaries.

1.8“Company Property” shall mean all property, items and materials provided by the Company or any Affiliate to the Executive, or to which the Executive has access, in the course of his employment, including all files, records, documents, drawings, specifications, memoranda, notes, reports, manuals, equipment, computer disks, videotapes, blueprints and other documents and similar items relating to the Company or any Affiliate, or their respective customers, whether prepared by the Executive or others, and any and all copies, abstracts and summaries thereof.

1.9“Confidential Information” shall mean all nonpublic and/or proprietary information respecting the business of the Company or any Affiliate, including products, programs, projects, promotions, marketing plans and strategies, business plans or practices, business operations, employees, research and development, intellectual property, software, databases, trademarks, pricing information and accounting and financing data.  Confidential Information also includes information concerning the Company’s or any Affiliate’s customers, such as their identity, address, preferences, playing patterns and ratings or any other information kept by the Company or any Affiliate concerning customers, whether or not such information has been reduced to documentary form.  Confidential Information does not include information that is, or becomes, available to the public unless such availability occurs through an unauthorized act on the part of the Executive or another person with an obligation to maintain the confidentiality of such information.

1.10“Disability” shall mean a physical or mental incapacity that prevents the Executive from performing the essential functions of his position with the Company for a minimum period of 90 days as determined (a) in accordance with any long-term disability plan provided by the Company of which the Executive is a participant, or (b) by the following procedure:  The Executive agrees to submit to medical examinations by a licensed healthcare professional selected by the Company, in its sole discretion, to determine whether a Disability exists.  In addition, the Executive may submit to the Company documentation of a Disability, or lack thereof, from a licensed healthcare professional of his choice.  Following a determination of a Disability or lack of Disability by the Company’s or the Executive’s licensed healthcare professional, any other Party may submit subsequent documentation relating to the existence of a Disability from a licensed healthcare professional selected by such other Party.  In the event that the medical opinions of such licensed healthcare professionals conflict, such licensed healthcare professionals shall appoint a third licensed healthcare professional to examine the Executive, and the opinion of such third licensed healthcare professional shall be dispositive.

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1.11“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.12“Good Reason” shall mean and exist if there has been a Change in Control and, thereafter, without the Executive’s prior written consent, one or more of the following events occurs:

(a)the Executive suffers a material reduction in the authorities, duties or responsibilities associated with his position as described in Section 2.3, or the Executive is assigned any duties or responsibilities that are inconsistent with the scope of duties and responsibilities associated with the Executive’s position as described in Section 2.3;

(b)the Executive is required to relocate from, or maintain his principal office outside of, Las Vegas, Nevada;

(c)the Executive’s Base Salary is decreased by the Company;

(d)the Company or the Parent materially breaches this Agreement; or

(e)the Company fails to obtain a written agreement satisfactory to the Executive from any successor or assign of the Company to assume and perform this Agreement.

1.13“IPO Date” shall mean the date that the IPO and each of the transactions ancillary thereto, including the issuance and sale of capital stock in connection with the IPO, are consummated.

1.14“Las Vegas Strip” shall mean that area bounded by Koval Lane and straight extensions thereof on the East, Charleston Boulevard on the North, I-15 on the West, and Sunset Road on the South.

1.15“Permitted Holder” shall mean (a) (i) Frank J. Fertitta III and Lorenzo J. Fertitta and (ii) any lineal descendants of such persons; (b) executors, administrators or legal representatives of the estate of any person listed in clause (a) of this sentence; (c) heirs, distributees and beneficiaries of any person listed in clause (a) of this sentence; (d) any trust as to which any of the foregoing is a settlor or co-settlor; and (e) any corporation, partnership or other entity which is, directly or indirectly, controlling, controlled by or under common control with, any of the foregoing.

1.16“Person” shall mean any individual, firm, partnership, association, trust, company, corporation, limited liability company, joint-stock company, unincorporated organization, government, political subdivision or other entity.

1.17“Pro Rata Annual Bonus” shall mean the amount of Annual Bonus, multiplied by a fraction, the numerator of which is the number of days in such year during which the Executive was actually employed by the Company (or its predecessor) and the denominator of which is 365.

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1.18“Restricted Area” shall mean (a) the City of Las Vegas, Nevada, and the area within a 45-mile radius of that city, and (b) any area in or within a 100-mile radius of any other jurisdiction in which the Company or any of its Affiliates is directly or indirectly engaged in the development, ownership, operation or management of any gaming activities or is actively pursuing any such activities.

1.19“Restricted Period” shall mean the period beginning on the IPO Date and ending on the date that is the later of (a) the fifth anniversary of the IPO Date and (b) (i) with respect to the Restricted Area (other than the Las Vegas Strip), the second anniversary of the date of the Executive’s termination of employment with the Company Group, and (ii) with respect to the Las Vegas Strip, the first anniversary of the date of the Executive’s termination of employment with the Company Group; provided, however, that if the Executive’s employment with the Company Group is terminated, prior to the fifth anniversary of the IPO Date, by the Company without Cause or by the Executive for Good Reason, then the Restricted Period shall instead terminate at the time specified in the preceding clause (b).

1.20“Target Annual Bonus” shall mean an amount that is no less than 100% of the Executive’s then current Base Salary.

1.21“Term of Employment” shall mean the period specified in Section 2.2.

2.TERM OF EMPLOYMENT, POSITIONS AND RESPONSIBILITIES.

2.1Employment Accepted.  The Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, for the Term of Employment, in the positions and with the duties and responsibilities set forth in Section 2.3, and upon such other terms and conditions as are stated in this Agreement.

2.2Term of Employment.  The Term of Employment shall commence upon the IPO Date and, unless earlier terminated pursuant to the provisions of this Agreement, shall terminate upon the close of business on the day immediately preceding the fifth anniversary of the IPO Date.  In the event the IPO does not occur, this Agreement shall be null and void, and no Party shall be liable under this Agreement in any respect.

2.3Title and Responsibilities.  During the Term of Employment, the Executive shall be employed as the Executive Vice President and Chief Operating Officer.  In carrying out his duties under this Agreement, the Executive shall report directly to the [Chief Executive Officer].  During the Term of Employment, the Executive shall devote full time and attention to the business and affairs of the Company and shall use his best efforts, skills and abilities to promote the interests of the Company Group.  Anything herein to the contrary notwithstanding, the Executive shall not be precluded from engaging in charitable and community affairs and managing his personal investments, to the extent such activities do not materially interfere with the Executive’s duties and obligations under this Agreement, it being expressly understood and agreed that, to the extent any such activities have been conducted by the Executive prior to the date of this Agreement and disclosed to the Board in writing prior to the date of this Agreement, the continued conduct of such activities (or, in lieu thereof, activities similar in nature and scope thereto) after the date of this Agreement shall be deemed not to interfere with the Executive’s

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duties and obligations to the Company under this Agreement.  The Executive may serve as a member of the board of directors of other corporations, subject to the approval of a majority of the Board, which approval shall not be unreasonably withheld or delayed.

3.COMPENSATION.

3.1Base Salary.  During the Term of Employment, the Executive shall be entitled to receive a base salary payable no less frequently than in equal bi-weekly installments at an annualized rate of no less than $600,000 (the “Base Salary”).  Following the first anniversary of the IPO Date, the Base Salary shall be reviewed annually for increase (but not decrease) in the discretion of the Board.  In conducting any such annual review, the Board shall take into account any change in the Executive’s responsibilities, increases in the compensation of other executives of the Company or any Affiliate (or any comparable competitor(s) of the Company Group), the performance of the Executive, the results and projections of the Company Group and other pertinent factors.  Such increased Base Salary shall then constitute the Executive’s “Base Salary” for purposes of this Agreement.

3.2Annual Bonus.  The Company may pay the Executive an annual bonus (the “Annual Bonus”) for each calendar year ending during the Term of Employment in an amount that will be determined by the Board based on the performance of the Executive and of the business of the Company Group, but with a targeted annual payment amount (based upon achievement of applicable target-level performance) equal to the Target Annual Bonus.  The Annual Bonus awarded to the Executive shall be paid at the same time as annual bonuses are paid to other senior officers of the Company, and in any event no later than March 1 of the year following the calendar year in which such bonus is earned.

3.3Equity Incentives.  The Executive shall be eligible to participate in the Company’s and the Parent’s long-term incentive plans on terms determined by the Board to be commensurate with his position and duties.

3.4Initial Equity Award.  On the pricing date of the IPO (the “Pricing Date”), the Parent shall grant to the Executive, contingent upon the occurrence of the IPO, an initial equity grant (the “Initial Equity Award”) as follows:  (a) a stock option to acquire shares of the Parent’s common stock, at an exercise price per share equal to the per share IPO price of the Parent’s common stock, with the number of shares subject to such stock option being that necessary to cause the Black-Scholes-Merton value of such stock option on the Pricing Date to be equal to 100% of the Base Salary (determined using inputs consistent with those the Parent uses for its financial reporting purposes), which will vest 25% on each of the first four anniversaries of the IPO Date (subject to the Executive’s continued employment on the applicable vesting date); and (b) a number of restricted shares of the Parent equal to 100% of the Base Salary divided by the per share IPO price of the Parent’s common stock, which will vest 50% on each of the third and fourth anniversaries of the IPO Date (subject to the Executive’s continued employment on the applicable vesting date).  The Initial Equity Award shall be subject to the terms of the Red Rock Resorts, Inc. 2016 Equity Incentive Plan and the terms of the applicable award agreements.

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3.5Certain Limitations.  Notwithstanding anything to the contrary herein, the Base Salary, Annual Bonus, any payment provided under Section 6 hereof,  and any participation in long-term incentive plans (including any Initial Equity Awards) shall be subject to the limitations set forth in Article 11 of the Third Amended and Restated Limited Liability Company Agreement of Station Holdco, LLC, the Company’s parent, and, in the event of any conflict between the terms and provisions of this Agreement and those of such Article 11, the terms and provisions of such Article 11 shall govern.

4.EMPLOYEE BENEFIT PROGRAMS.

4.1Pension and Welfare Benefit Plans.  During the Term of Employment, the Executive shall be entitled to participate in all employee benefit programs made available to the Company’s executives or salaried employees generally, as such programs may be in effect from time to time, including pension and other retirement plans, group life insurance, group health insurance, accidental death and dismemberment insurance, long-term disability, sick leave (including salary continuation arrangements), vacations (of at least four weeks per year), holidays and other employee benefit programs sponsored by the Company; provided, however, that such benefits shall not duplicate the benefits provided pursuant to Section 4.2.

4.2Additional Pension, Welfare and Other Benefits.  Notwithstanding the foregoing, During the Term of Employment, the Company shall continue to provide the Executive with the same group health, executive medical, disability and life insurance-related coverage and/or benefits, and tax preparation services, as were in effect with respect to the Executive immediately prior to the IPO Date, in each instance on a basis (including substantially comparable cost) consistent with that provided to the Executive immediately prior to the IPO Date.

5.BUSINESS EXPENSE REIMBURSEMENT.  During the Term of Employment, the Executive shall be entitled to receive reimbursement by the Company for all reasonable out-of-pocket expenses incurred by him in performing services under this Agreement, subject to providing the proper documentation of said expenses.

6.TERMINATION OF EMPLOYMENT.

6.1Termination Due to Death or Disability.  The Executive’s employment shall be terminated immediately in the event of his death or Disability.  In the event of a termination due to the Executive’s death or Disability, the Executive or his estate, as the case may be, shall be entitled, in lieu of any other compensation whatsoever, to:

(a)Base Salary at the rate in effect at the time of his termination through the date of termination of employment;

(b)any Annual Bonus awarded but not yet paid, payable as specified in Section 3.2;

(c)a Pro Rata Annual Bonus for the fiscal year in which death or Disability occurs, payable as specified in Section 3.2;

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(d)subject to Section 5, reimbursement for expenses incurred but not paid prior to such termination of employment; and

(e)such rights to other compensation and benefits as may be provided in applicable plans and programs of the Company, including applicable employee benefit plans and programs, according to the terms and provisions of such plans and programs.

6.2Termination by the Company for Cause.  The Company may terminate the Executive for Cause at any time during the Term of Employment by giving written notice to the Executive within 90 days of the Company first becoming aware of the existence of Cause, and, unless the Executive takes remedial action resulting in the cessation of Cause within 30 days of receipt of such notification, the Company may terminate his employment for Cause at any time during the 40-day period following the expiration of such 30-day period (or, if such act or failure to act is not susceptible to remedy, during the 40-day period following the Company’s provision of notice regarding the existence of Cause).  In the event of a termination for Cause, the Executive shall be entitled, in lieu of any other compensation whatsoever, to:

(a)Base Salary at the rate in effect at the time of his termination through the date of termination of employment;

(b)any Annual Bonus awarded but not yet paid, payable as specified in Section 3.2;

(c)subject to Section 5, reimbursement for expenses incurred but not paid prior to such termination of employment; and

(d)such rights to other benefits as may be provided in applicable plans and programs of the Company, including applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs.

6.3Termination by the Executive Without Good Reason.  The Executive may terminate his employment on his own initiative for any reason upon 30 days’ prior written notice to the Company; provided, however, that during such notice period, the Executive shall reasonably cooperate with the Company (at no cost to the Executive) in minimizing the effects of such termination on the Company Group.  Such termination shall have the same consequences as a termination for Cause under Section 6.2.

6.4Termination by the Company Without Cause.  Notwithstanding any other provision of this Agreement, the Company may terminate the Executive’s employment without Cause, other than due to death or Disability, at any time during the Term of Employment by giving written notice to the Executive.  In the event of such termination, the Executive shall be entitled, in lieu of any other compensation whatsoever, to:

(a)subject to Section 7.3, an amount equal to the Executive’s Base Salary at the rate in effect at the time of his termination, paid in 12 equal monthly installments;

(b)any Annual Bonus awarded but not yet paid, payable as specified in Section 3.2;

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(c)subject to Section 7.3, a Pro-Rata Annual Bonus for the fiscal year in which such termination of employment occurs, payable as specified in Section 3.2;

(d)subject to Section 5, reimbursement of expenses incurred but not paid prior to such termination of employment;

(e)(i) continuation of the Executive’s group health insurance and long-term disability insurance, at the level in effect at the time of his termination of employment, through the end of the 12th month following such termination, or (ii) in the event the Company determines that continuation of such coverage is not permitted, a lump-sum payment to the Executive of the economic equivalent thereof (as if the Executive were employed during such period); and

(f)such rights to other benefits as may be provided in applicable plans and programs of the Company, including applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs.

6.5Termination by the Executive With Good Reason.  The Company covenants and agrees that it will not take any action, or fail to take any action, that will provide Good Reason for the Executive to terminate this Agreement.  In the event that the Company takes any action, or fails to take any action, in violation of the proceeding sentence, then the Executive shall give, within 90 days of the Executive first becoming aware of the occurrence of such action or failure to act, written notice to the Company of the existence of Good Reason, and, unless the Company takes remedial action resulting in the cessation of Good Reason within 30 days of receipt of such notification, the Executive may terminate his employment for Good Reason at any time during the 40-day period following the expiration of such 30-day period (or, if such act or failure to act is not susceptible to remedy, during the 40-day period following the Executive’s provision of notice regarding the existence of Good Reason).  Such termination shall have the same consequences as a termination without Cause under Section 6.4.

7.CONDITIONS TO PAYMENTS.

7.1Timing of Payments.  Unless otherwise provided herein or required by law, any payments to which the Executive shall be entitled under Section 6 following the termination of his employment shall be made as promptly as practicable and in no event later than five business days following such termination of employment; provided, however, that any amounts payable pursuant to Section 6.4(a) (or the same amounts payable pursuant to Section 6.5) shall be payable beginning upon the Company’s first ordinary payroll date after the 30th day following the termination of his employment, subject to the satisfaction of the conditions set forth in Section 7.3 prior to such date.

7.2No Mitigation; No Offset.  In the event of any termination of employment under Section 6, the Executive shall be under no obligation to seek other employment and there shall be no offset against amounts due to the Executive on account of any remuneration attributable to any subsequent employment that the Executive may obtain.  Any amounts payable to the Executive are in the nature of severance payments, or liquidated damages, or both, and are not in the nature of a penalty.

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7.3General Release.  No amounts payable to the Executive upon the termination of his employment pursuant to Section 6.4(a) or (c) (or the same amounts payable pursuant to Section 6.5) shall be made to the Executive unless and until he executes a general release substantially in the form annexed to this Agreement as Exhibit A and such general release becomes effective within 30 days after the date of termination pursuant to its terms.  If such release does not become effective within the time period prescribed above, the Company’s obligations under Section 6.4(a) or (c) (or the same amounts payable pursuant to Section 6.5) shall cease immediately.

8.EXCISE TAX.

8.1Notwithstanding any other provisions in this Agreement, in the event that any payment or benefit received or to be received by the Executive (including any payment or benefit received in connection with a change in control of the Company or the termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement) (all such payments and benefits, together, the “Total Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, or any successor provision thereto (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, program, arrangement or agreement, the Company will reduce the Total Payments to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (but in no event to less than zero); provided, however, that the Total Payments will only be reduced if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state, municipal and local income and employment taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state, municipal and local income and employment taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).

8.2In the case of a reduction in the Total Payments, the Total Payments will be reduced in the following order (unless reduction in another order is required to avoid adverse consequences under Section 409A of the Code, in which case, reduction will be in such other order):  (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata.  Any reductions made pursuant to

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each of clauses (i)-(v) above will be made in the following manner: first, a pro-rata reduction of cash payment and payments and benefits due in respect of any equity not subject to Section 409A of the Code, and second, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A of the Code as deferred compensation.

8.3For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax:  (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to the change in control, the Company’s independent auditor (the “Auditor”), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

8.4At the time that payments are made under this Agreement, the Company will provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations, including any opinions or other advice the Company received from Tax Counsel or the Auditor.  If the Executive objects to the Company’s calculations, the Company will pay to the Executive such portion of the Total Payments (up to 100% thereof) as the Executive determines is necessary to result in the proper application of this Section 8.  All determinations required by this Section 8 (or requested by either the Executive or the Company in connection with this Section 8) will be at the expense of the Company.  The fact that the Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 8 will not of itself limit or otherwise affect any other rights of the Executive under this Agreement.

9.INDEMNIFICATION.

9.1General.  The Company agrees that if the Executive is made a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (an “Indemnifiable Action”), by reason of the fact that he is or was a director or officer of the Company or the Parent or is or was serving at the request of the Company or the Parent as a director, officer, member, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Indemnifiable Action is alleged action in an official capacity as a director, officer, member, employee or agent he shall be indemnified and held harmless by the Company and the Parent to the fullest extent authorized by Nevada law and the Company’s and the Parent’s by-laws, as the same exist or may hereafter be amended (but, in the case of any such amendment to the Company’s or the Parent’s by-laws, only to the

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extent such amendment permits the Company or the Parent to provide broader indemnification rights than the Company’s or the Parent’s by-laws permitted the Company or the Parent to provide before such amendment, as applicable), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith.  The indemnification provided to the Executive pursuant to this Section 9 shall be in addition to, and not in lieu of, any indemnification provided to the Executive pursuant to (a) any separate indemnification agreement between the Executive and any member of the Company Group, (b) the Company’s and/or the Parent’s charter and/or bylaws, and/or (c) applicable law; provided that nothing herein or therein shall entitle the Executive to recover any expense, liability or loss more than once.

9.2Procedure.  The indemnification provided to the Executive pursuant to this Section 9 shall be subject to the following conditions:

(a)The Executive must promptly give the Company written notice of any actual or threatened Indemnifiable Action and, upon providing such notice, the Executive shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption in reaching any contrary determination; provided, however, that the Executive’s failure to give such notice shall not affect the Company’s obligations hereunder;

(b)The Company will be permitted, at its option, to participate in, or to assume, the defense of any Indemnifiable Action, with counsel approved by the Executive; provided, however, that (i) the Executive shall have the right to employ his own counsel in such Indemnifiable Action at the Executive’s expense; and (ii) if (A) the retention of counsel by the Executive has been previously authorized by the Company, (B) the Executive shall have concluded, based on the advice of his legal counsel, that there may be a conflict of interest between the Company and the Executive in the conduct of any such defense, or (C) the Company shall not, in fact, have retained counsel to assume the defense of such Indemnifiable Action, the fees and expenses of the Executive’s counsel shall be at the expense of the Company; and provided, further, that the Company shall not settle any action or claim that would impose any limitation or penalty on the Executive without obtaining the Executive’s prior written consent, which consent shall not be unreasonably withheld;

(c)The Executive must provide reasonable cooperation to the Company in the defense of any Indemnifiable Action; and

(d)The Executive must refrain from settling any Indemnifiable Action without obtaining the Company’s prior written consent, which consent shall not be unreasonably withheld.

9.3Advancement of Costs and Expenses.  The Company agrees to advance all costs and expenses referred to in Sections 9.1 and 9.6; provided, however, that the Executive agrees to repay to the Company any amounts so advanced only if, and to the extent that, it shall ultimately be determined by a court of competent jurisdiction that the Executive is not entitled to be indemnified by the Company or the Parent as authorized by this Agreement.  The advances to be

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made hereunder shall be paid by the Company to or on behalf of the Executive within 20 days following delivery of a written request therefor by the Executive to the Company.  The Executive’s entitlement to advancement of costs and expenses hereunder shall include those incurred in connection with any action, suit or proceeding by the Executive seeking a determination, adjudication or arbitration in award with respect to his rights and/or obligations under this Section 9.

9.4Non-Exclusivity of Rights.  The right to indemnification and the payment of expenses incurred in defending an Indemnifiable Action in advance of its final disposition conferred in this Section 9 shall not be exclusive of any other right which the Executive may have or hereafter may acquire under any statute, provision of the certificate of incorporation or by-laws of the Company or the Parent, agreement, vote of stockholders or disinterested directors or otherwise.

9.5D&O Insurance.  The Company will maintain a directors’ and officers’ liability insurance policy covering the Executive that provides coverage that is reasonable in relation to the Executive’s position during the Term of Employment.

9.6Witness Expenses.  Notwithstanding any other provision of this Agreement, the Company and the Parent shall indemnify the Executive if and whenever he is a witness or threatened to be made a witness to any action, suit or proceeding to which the Executive is not a party, by reason of the fact that the Executive is or was a director or officer of the Company or its Affiliates or by reason of anything done or not done by him in such capacity, against all expense, liability and loss incurred or suffered by the Executive in connection therewith; provided, however, that if the Executive is no longer employed by the Company, the Company will compensate him, on an hourly basis, for all time spent (except for time spent actually testifying), at either his then current compensation rate or his Base Salary at the rate in effect as of the termination of his employment, whichever is higher.

9.7Survival.  The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement, regardless of the reason for such termination.

10.DUTY OF LOYALTY.

10.1General.  The Parties hereto understand and agree that the purpose of the restrictions contained in this Section 10 is to protect the goodwill and other legitimate business interests of the Company and its Affiliates and that the Company would not have entered into this Agreement in the absence of such restrictions.  The Executive acknowledges and agrees that the restrictions are reasonable and do not, and will not, unduly impair his ability to earn a living after the termination of his employment with the Company.

10.2Confidential Information.  The Executive understands and acknowledges that Confidential Information constitutes a valuable asset of the Company and its Affiliates and may not be converted to the Executive’s own or any third party’s use.  Accordingly, the Executive hereby agrees that he shall not, directly or indirectly, during the Term of Employment or at any time after the termination of his employment, disclose any Confidential Information to any Person not expressly authorized by the Company to receive such Confidential Information.  The

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Executive further agrees that he shall not, directly or indirectly, during the Term of Employment or at any time after the termination of his employment, use or make use of any Confidential Information in connection with any business activity other than that of the Company.  The Parties acknowledge and agree that this Agreement is not intended to, and does not, alter the Company’s or the Parent’s rights, or the Executive’s obligations, under any state or federal statutory or common law regarding trade secrets and unfair trade practices.

10.3Company Property.  All Company Property is and shall remain exclusively the property of the Company.  Unless authorized in writing to the contrary, the Executive shall promptly, and without charge, deliver to the Company on the termination of employment hereunder, or at any other time the Company may so request, all Company Property that the Executive may then possess or have under his control.

10.4Required Disclosure.  In the event the Executive is required by law or court order to disclose any Confidential Information or to produce any Company Property, the Executive shall promptly notify the Company of such requirement and provide the Company with a copy of any court order or of any law which requires such disclosure and, if the Company so elects, to the extent permitted by applicable law, give the Company an adequate opportunity, at its own expense, to contest such law or court order prior to any such required disclosure or production by the Executive.

10.5Non-Solicitation of Employees.  The Executive agrees that, during the Restricted Period, he will not, directly or indirectly, for himself, or as agent, or on behalf of or in conjunction with any other person, firm, partnership, corporation or other entity, induce or entice any employee of the Company or any Affiliate to leave such employment, or otherwise hire or retain any employee of the Company or any Affiliate, or cause or assist anyone else in doing so.  For the purposes of this Section 10.5, the term “employee” shall include consultants and independent contractors, and shall be deemed to include current employees and any employee who left the employ of the Company or any Affiliate within six months prior to any such inducement or enticement or hiring or retention of that person.  The term “employee” as used in this Section 10.5 does not include the Executive’s executive assistant.

10.6Non-Competition.  The Executive agrees that, during the Restricted Period, the Executive shall not, without the express written consent of the Board, directly or indirectly enter the employ of, act as a consultant to or otherwise render any services on behalf of, act as a lender to, or be a director, officer, principal, agent, stockholder, member, owner or partner of, or permit the Executive’s name to be used in connection with the activities of any other business, organization or third party engaged in the gaming industry or otherwise in the same business as the Company or any Affiliate and that directly or indirectly conducts its business in the Restricted Area.

10.7Remedies.  The Executive and the Company acknowledge that the covenants contained in this Section 10 are reasonable under the circumstances.  Accordingly, if, in the opinion of any court of competent jurisdiction, any such covenant is not reasonable in any respect, such court will have the right, power and authority to sever or modify any provision or provisions of such covenants as to the court will appear not reasonable and to enforce the remainder of the covenants as so amended.  The Executive further acknowledges that the remedy

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at law available to the Company Group for breach of any of the Executive’s obligations under this Section 10 may be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms.  Accordingly, in addition to any other rights or remedies that the Company Group may have at law, in equity or under this Agreement, upon proof of the Executive’s violation of any such provision of this Agreement, the Company Group will be entitled to seek immediate injunctive relief and may seek a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage or the posting of any bond.

10.8Survival.  The Executive agrees that the provisions of this Section 10 shall survive the termination of this Agreement and the termination of the Executive’s employment to the extent provided above.

11.DISPUTE RESOLUTION; FEES.  Except as otherwise provided in Section 9.3, the Parties agree that in the event any Party finds it necessary to initiate any legal action to obtain any payments, benefits or rights provided by this Agreement to such Party, the other Party shall reimburse such Party for all attorney’s fees and other related expenses incurred by him or it to the extent such Party is successful in such action.

12.NOTICES.  All notices, demands and requests required or permitted to be given to a Party under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the Party concerned at the address indicated below or to such changed address as such Party may subsequently give notice of:

If to the Company:	Station Casinos LLC 1505 S. Pavilion Center Drive Las Vegas, Nevada 89135 Attention:  General Counsel
With a copy (which shall not constitute notice) to:
	Milbank, Tweed, Hadley & McCloy LLP 601 South Figueroa Street, 30th Floor Los Angeles, California 90017 Attention:  Kenneth J. Baronsky
If to the Parent:	Red Rock Resorts, Inc. 1505 S. Pavilion Center Drive Las Vegas, Nevada 89135 Attention:  General Counsel
With a copy (which shall not constitute notice) to:
	Milbank, Tweed, Hadley & McCloy LLP 601 South Figueroa Street, 30th Floor Los Angeles, California 90017 Attention:  Kenneth J. Baronsky

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If to the Executive:	To the Executive’s most current home address, as set forth in the employment records of the Company
With a copy (which shall not constitute notice) to:
	Daniel J. Roy 1505 S. Pavilion Center Drive Las Vegas, Nevada 89135

13.BENEFICIARIES/REFERENCES.  The Executive shall be entitled to select a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following the Executive’s death, and may change such election, by giving the Company written notice thereof.  In the event of the Executive’s death or a judicial determination of his incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative.

14.SURVIVORSHIP.  The respective rights and obligations of the Parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations, whether or not survival is specifically set forth in the applicable provisions.  The provisions of this Section 14 are in addition to the survivorship provisions of any other Section of this Agreement.

15.REPRESENTATIONS AND WARRANTIES.  Each Party represents and warrants that he or it is fully authorized and empowered to enter into this Agreement and that the performance of his or its obligations under this Agreement will not violate any agreement between that Party and any other Person.

16.ENTIRE AGREEMENT.  This Agreement contains the entire agreement among the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, among the Parties with respect thereto.  No representations, inducements, promises or agreements not embodied herein shall be of any force or effect.

17.ASSIGNABILITY; BINDING NATURE.  This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns; provided, however, that no rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and provided, further, that no rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law.

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18.AMENDMENT OR WAIVER.  No provision in this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing, signed by all Parties.  No waiver by one Party of any breach by any other Party of any condition or provision of this Agreement to be performed by such other Party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time.  No failure of the Company to exercise any power given it hereunder or to insist upon strict compliance by the Executive with any obligation hereunder, and no custom or practice at variance with the terms hereof, shall constitute a waiver of the right of the Company to demand strict compliance with the terms hereof.

19.SEVERABILITY.  In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.  Without limiting the generality of the immediately preceding sentence, in the event that a court of competent jurisdiction or an arbitrator appointed in accordance with Section 21 determines that the provisions of this Agreement would be unenforceable as written because they cover too extensive a geographic area, too broad a range of activities or too long a period of time, or otherwise, then such provisions will automatically be modified to cover the maximum geographic area, range of activities and period of time as may be enforceable, and, in addition, such court or arbitrator (as applicable) is hereby expressly authorized to so modify this Agreement and to enforce it as so modified.

20.SECTION 409A.  Notwithstanding anything in this Agreement to the contrary, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”).  If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax.  By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered a part of the Deferred Amount) will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Executive’s Separation From Service or (ii) the Executive’s death.  The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall be paid with the Deferred Amount.  With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year

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following the year in which the Executive incurs the related expenses.  In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.  Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes of Section 409A of the Code.

21.MUTUAL ARBITRATION AGREEMENT.

21.1Arbitrable Claims.  All disputes between the Executive (and his attorneys, successors, and assigns) and the Company (and its trustees, beneficiaries, officers, directors, managers, affiliates, employees, agents, successors, attorneys, and assigns) relating in any manner whatsoever to the employment or termination of the Executive, including all disputes arising under this Agreement (“Arbitrable Claims”), shall be resolved by binding arbitration as set forth in this Section 21 (the “Mutual Arbitration Agreement”).  Arbitrable Claims shall include claims for compensation, claims for breach of any contract or covenant (express or implied), and tort claims of all kinds, as well as all claims based on any federal, state, or local law, statute or regulation, but shall not include the Company’s right to seek injunctive relief as provided in Section 10.7.  Arbitration shall be final and binding upon the Parties and shall be the exclusive remedy for all Arbitrable Claims.  THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JUDGE OR JURY IN REGARD TO ARBITRABLE CLAIMS, EXCEPT AS PROVIDED BY SECTION 21.4.

21.2Procedure.  Arbitration of Arbitrable Claims shall be in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association, as amended, and as augmented in this Agreement.  Either Party may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award.  Otherwise, neither Party shall initiate or prosecute any lawsuit, appeal or administrative action in any way related to an Arbitrable Claim.  The initiating Party must file and serve an arbitration claim within 60 days of learning the facts giving rise to the alleged claim.  All arbitration hearings under this Agreement shall be conducted in Las Vegas, Nevada.  The Federal Arbitration Act shall govern the interpretation and enforcement of this Agreement.  Subject to Section 11, the fees of the arbitrator shall be divided equally between both Parties.

21.3Confidentiality.  All proceedings and all documents prepared in connection with any Arbitrable Claim shall be confidential and, unless otherwise required by law, the subject matter and content thereof shall not be disclosed to any Person other than the Parties, their counsel, witnesses and experts, the arbitrator and, if involved, the court and court staff.

21.4Applicability.  This Section 21 shall apply to all disputes under this Agreement other than disputes relating to the enforcement of the Company’s rights under Section 10 of this Agreement.

21.5Acknowledgements.  The Executive acknowledges that he:

(a)has carefully read this Section 21;

(b)understands its terms and conditions; and

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(c)has entered into this Mutual Arbitration Agreement voluntarily and not in reliance on any promises or representations made by the Company other than those contained in this Mutual Arbitration Agreement.

22.GOVERNING LAW.  This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Nevada without reference to the principles of conflict of laws thereof.  In the event of any dispute or controversy arising out of or relating to this Agreement that is not an Arbitrable Claim, the Parties mutually and irrevocably consent to, and waive any objection to, the exclusive jurisdiction of any court of competent jurisdiction in Clark County, Nevada, to resolve such dispute or controversy.

23.HEADINGS; INTERPRETATION.  The headings of the Sections and Sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.  The word “including” (in its various forms) means including without limitation.  All references in this Agreement to “days” refer to “calendar days” unless otherwise specified.

24.CLAWBACK.  Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with any member of the Company Group or any Affiliate, which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by any member of the Company Group or an Affiliate pursuant to any such law, government regulation or stock exchange listing requirement).

25.WITHHOLDING.  The Company and any Affiliate will have the right to withhold from any amount payable hereunder any federal, state, city, local, foreign or other taxes in order for the Company or any Affiliate to satisfy any withholding tax obligation it may have under any applicable law, regulation or ruling.

26.GUARANTEE.  The Parent and Station Holdco LLC, to the fullest extent permitted by applicable law, hereby irrevocably and unconditionally guarantees to the Executive the prompt performance and payment in full when due of all obligations of the Company to the Executive under this Agreement.

27.COUNTERPARTS.  This Agreement may be executed in counterparts, including by email delivery of a scanned signature page in pdf or tiff format, each of which shall be deemed an original and all of which shall constitute one and the same Agreement with the same effect as if all Parties had signed the same signature page.  Any signature page of this Agreement may be delivered detached from any counterpart of this Agreement and reattached to any other counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature pages.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Execution Date.

STATION CASINOS LLC

By:

Name:

Title:

RED ROCK RESORTS, INC.
(for itself and on behalf of Station Holdco LLC)

By:

Name:

Title:

Daniel J. Roy

20

EXHIBIT A

GENERAL RELEASE AND COVENANT NOT TO SUE

This GENERAL RELEASE AND COVENANT NOT TO SUE (this “Release”) is executed and delivered by Daniel J. Roy (the “Executive”) to RED ROCK RESORTS, INC. STATION CASINOS LLC. and STATION HOLDCO LLC (collectively, the “Company”).

In consideration of the agreement by the Company or its affiliates to provide certain separation payments pursuant to Section 6 of the Employment Agreement between the Executive and the Company, dated as of [            , 2016] (the “Employment Agreement”), and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Executive hereby agrees as follows:

1.RELEASE AND COVENANT.  THE EXECUTIVE, OF HIS OWN FREE WILL, VOLUNTARILY RELEASES AND FOREVER DISCHARGES THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR RESPECTIVE PAST AND PRESENT AGENTS, EMPLOYEES, MANAGERS, REPRESENTATIVES, OFFICERS, DIRECTORS, ATTORNEYS, ACCOUNTANTS, TRUSTEES, SHAREHOLDERS, PARTNERS, INSURERS, HEIRS, PREDECESSORS-IN-INTEREST, ADVISORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”) FROM, AND COVENANTS NOT TO SUE OR PROCEED AGAINST ANY OF THE FOREGOING ON THE BASIS OF, ANY AND ALL PAST OR PRESENT CAUSES OF ACTION, SUITS, AGREEMENTS OR OTHER RIGHTS OR CLAIMS WHICH THE EXECUTIVE, HIS DEPENDENTS, RELATIVES, HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS HAS OR HAVE AGAINST ANY OF THE RELEASED PARTIES UPON OR BY REASON OF ANY MATTER ARISING OUT OF HIS EMPLOYMENT BY THE COMPANY AND ITS SUBSIDIARIES AND THE CESSATION OF SAID EMPLOYMENT, AND INCLUDING, BUT NOT LIMITED TO, ANY ALLEGED VIOLATION OF THE CIVIL RIGHTS ACTS OF 1964 AND 1991, THE EQUAL PAY ACT OF 1963, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967 (INCLUDING THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990), THE REHABILITATION ACT OF 1973, THE FAMILY AND MEDICAL LEAVE ACT OF 1993, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE EMPLOYMENT RETIREMENT INCOME SECURITY ACT OF 1974, THE NEVADA FAIR EMPLOYMENT PRACTICES ACT, THE LABOR LAWS OF THE UNITED STATES AND NEVADA, AND ANY OTHER FEDERAL, STATE OR LOCAL LAW, REGULATION OR ORDINANCE, OR PUBLIC POLICY, CONTRACT OR TORT LAW, HAVING ANY BEARING WHATSOEVER ON THE TERMS AND CONDITIONS OR CESSATION OF HIS EMPLOYMENT WITH THE COMPANY AND ITS SUBSIDIARIES.  THIS RELEASE DOES NOT AFFECT ANY RIGHTS THE EXECUTIVE MAY HAVE TO FILE A CHARGE WITH ANY FEDERAL OR STATE ADMINISTRATIVE AGENCY; PROVIDED, HOWEVER, THAT THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE EXECUTIVE IS NOT ENTITLED TO ANY PERSONAL RECOVERY IN ANY SUCH AGENCY PROCEEDINGS.

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2.DUE CARE.  THE EXECUTIVE ACKNOWLEDGES THAT HE HAS RECEIVED A COPY OF THIS RELEASE PRIOR TO ITS EXECUTION AND HAS BEEN ADVISED HEREBY OF HIS OPPORTUNITY TO REVIEW AND CONSIDER THIS RELEASE FOR TWENTY-ONE (21) DAYS PRIOR TO ITS EXECUTION.  THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS BEEN ADVISED HEREBY TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS RELEASE.  THE EXECUTIVE ENTERS INTO THIS RELEASE HAVING FREELY AND KNOWINGLY ELECTED, AFTER DUE CONSIDERATION, TO EXECUTE THIS RELEASE AND TO FULFILL THE PROMISES SET FORTH HEREIN.  THIS RELEASE SHALL BE REVOCABLE BY THE EXECUTIVE DURING THE SEVEN (7) DAY PERIOD FOLLOWING ITS EXECUTION, AND SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE EXPIRATION OF SUCH SEVEN (7) DAY PERIOD.  IN THE EVENT OF SUCH A REVOCATION, THE EXECUTIVE SHALL NOT BE ENTITLED TO THE CONSIDERATION FOR THIS RELEASE SET FORTH ABOVE.

3.RELIANCE BY THE EXECUTIVE.  THE EXECUTIVE ACKNOWLEDGES THAT, IN HIS DECISION TO ENTER INTO THIS RELEASE, HE HAS NOT RELIED ON ANY REPRESENTATIONS, PROMISES OR ARRANGEMENT OF ANY KIND, INCLUDING ORAL STATEMENTS BY REPRESENTATIVES OF THE COMPANY, EXCEPT AS SET FORTH IN THIS RELEASE.

4.MISCELLANEOUS.  THIS RELEASE SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.  IF ANY PROVISION OF THIS RELEASE IS HELD INVALID OR UNENFORCEABLE FOR ANY REASON, THE REMAINING PROVISIONS SHALL BE CONSTRUED AS IF THE INVALID OR UNENFORCEABLE PROVISION HAD NOT BEEN INCLUDED.

This GENERAL RELEASE AND COVENANT NOT TO SUE is executed by the Executive and delivered to the Company on                    , 20   .

“Executive”

Daniel J. Roy

22

EX-10.10

Exhibit 10.10

EXECUTION VERSION

MEMBERSHIP INTEREST PURCHASE AGREEMENT
dated as of October 13, 2015
by and among

STATION CASINOS LLC

(“Purchaser”),

FERTITTA BUSINESS MANAGEMENT LLC,

LNA INVESTMENTS, LLC,

KVF INVESTMENTS, LLC,

FE EMPLOYEECO LLC

(collectively, “Sellers”),

FERTITTA ENTERTAINMENT LLC

(the “Company”)

and

Frank J. Fertitta III

(the “Seller Representative”)

with respect to all

outstanding membership interests of
the Company

TABLE OF CONTENTS

		Page
		No.
ARTICLE I
DEFINITIONS
1.01	Definitions	1
ARTICLE II
SALE OF UNITS AND CLOSING
2.01	Purchase and Sale	12
2.02	Purchase Price	12
2.03	Closing	12
2.04	Purchase Price Adjustment	13
2.05	Purchase Price Allocation	15
2.06	Further Assurances; Post-Closing Cooperation	15
2.07	Excluded Assets	16
2.08	Tax Treatment	16
2.09	Certain Determinations	16
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
3.01	Authority	17
3.02	Organization of the Company	17
3.03	Equity Interests	17
3.04	Subsidiaries	17
3.05	No Conflicts	18
3.06	Governmental Approvals and Filings	18
3.07	Books and Records	19
3.08	Financial Statements and Condition	19
3.09	Taxes	20
3.10	Legal Proceedings	21
3.11	Compliance with Laws	21
3.12	Benefit Plans; ERISA	22
3.13	Real Property	24
3.14	Tangible Personal Property	24
3.15	Intellectual Property Rights	24
3.16	Sufficiency of Assets	25
3.17	Contracts	25
3.18	Licenses; Gaming Licenses	27
3.19	Insurance	27
3.20	Employees; Labor Relations	28
3.21	Certain Payments	28

ii

3.22	Related Party Transactions	29
3.23	Brokers	29
3.24	Environmental Matters	29
3.25	Representations Complete	29
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLERS
4.01	Organization; Good Standing	29
4.02	Authority	30
4.03	Ownership of Units	30
4.04	No Conflicts	30
4.05	Governmental Approvals and Filings	31
4.06	Legal Proceedings	31
4.07	Representations Complete	31
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PURCHASER
5.01	Organization	31
5.02	Authority	31
5.03	No Conflicts	31
5.04	Governmental Approvals and Filings	32
5.05	Legal Proceedings	32
5.06	Purchase for Investment	32
5.07	Brokers	32
5.08	Representations Complete	32
ARTICLE VI
COVENANTS OF SELLERS
6.01	Regulatory, Gaming and Other Approvals	33
6.02	HSR Filings	33
6.03	Investigation by Purchaser	33
6.04	Conduct of Business	34
6.05	Financial Statements and Reports; Cooperation in IPO Transactions	36
6.06	Certain Restrictions	37
6.07	Books and Records	37
6.08	Notice and Cure	37
6.09	Satisfaction of Conditions	37
6.10	Affiliate Agreements	38
6.11	Certification regarding Indemnification Claims	38
6.12	Pre-Roadshow Bring Down	38
ARTICLE VII
COVENANTS OF PURCHASER
7.01	Regulatory, Gaming and Other Approvals	38

iii

7.02	HSR Filings	39
7.03	Governmental or Regulatory Authorities	39
7.04	Indemnification and Insurance of Officers and Managers	39
7.05	Notice and Cure	40
7.06	Satisfaction of Conditions	40
7.07	Employee Matters	40
ARTICLE VIII
CONDITIONS TO OBLIGATIONS OF PURCHASER
8.01	Representations and Warranties	42
8.02	Performance	43
8.03	Seller Deliverables	43
8.04	Orders and Laws	43
8.05	Regulatory Consents and Approvals	43
8.06	Third Party Consents	44
8.07	IPO Transactions	44
8.08	Availability of Funds	44
8.09	Availability of Specified Executives	44
ARTICLE IX
CONDITIONS TO OBLIGATIONS OF SELLERS
9.01	Representations and Warranties	44
9.02	Performance	45
9.03	Officers’ Certificates	45
9.04	Orders and Laws	45
9.05	Regulatory Consents and Approvals	45
9.06	Third Party Consents	45
9.07	IPO Transactions	45
ARTICLE X
TAX MATTERS
10.01	Tax Indemnity	46
10.02	Allocations; Straddle Periods	46
10.03	Tax Returns	46
10.04	Cooperation	47
10.05	Transfer Taxes	47
10.06	Tax Refunds	47
10.07	Tax Audits	47
10.08	Disputes	48
10.09	Purchase Price Adjustment	48

iv

ARTICLE XI
SURVIVAL OF REPRESENTATIONS, WARRANTIES,
COVENANTS AND AGREEMENTS
11.01	Survival of Representations, Warranties, Covenants and Agreements	48
ARTICLE XII
INDEMNIFICATION
12.01	Indemnification	49
12.02	Method of Asserting Claims	51
12.03	Release	52
12.04	Purchase Price Adjustment	52
ARTICLE XIII
TERMINATION
13.01	Termination	52
13.02	Effect of Termination	53
ARTICLE XIV
MISCELLANEOUS
14.01	Notices	53
14.02	Specific Performance	54
14.03	Entire Agreement	54
14.04	Expenses	54
14.05	Public Announcements	55
14.06	Confidentiality	55
14.07	Waiver	56
14.08	Amendment	56
14.09	No Third-Party Beneficiary	56
14.10	No Assignment; Binding Effect	56
14.11	Headings; Schedules	56
14.12	Invalid Provisions	57
14.13	Governing Law	57
14.14	Disputes	57
14.15	Counterparts	57
14.16	Seller Representative	57

EXHIBITS

EXHIBIT A	Form of Unit Assignment Agreement
EXHIBIT B	Form of Seller’s Certificate
EXHIBIT C	Officer’s Certificate of Purchaser
EXHIBIT D	Secretary’s Certificate of Purchaser
EXHIBIT E	Form of Post-Closing Certificates regarding Indemnification Claims
EXHIBIT F	Form of Pre-Roadshow Bring Down Certificate

v

This MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of October 13, 2015 is made and entered into by and among (i) Station Casinos LLC, a Nevada limited liability company (“Purchaser”), (ii) 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 (each a “Seller” and collectively the “Sellers”), (iii) Fertitta Entertainment LLC, a Delaware limited liability company (the “Company”), and (iv) Frank J. Fertitta III, an individual (the “Seller Representative”).

Capitalized terms not otherwise defined herein have the meanings set forth in Section 1.01.

WHEREAS, Sellers collectively own an aggregate of 81,133 Common Units and 18,050 Incentive Units of the Company (such Common Units and Incentive Units collectively being referred to herein as the “Units”), constituting all issued and outstanding membership interests of the Company;

WHEREAS, the Company and the Subsidiaries (as defined herein) currently manage all of the gaming and non-gaming facilities owned or managed by indirect subsidiaries of Purchaser (the “Station Operations”);

WHEREAS, Purchaser and its subsidiaries desire to internalize the management functions provided by the Company and the Subsidiaries;

WHEREAS, Purchaser intends to effect an initial public offering of equity securities of Purchaser or an Affiliate of Purchaser formed for the purpose of effecting such initial public offering (the “IPO Transactions”) and apply a portion of the net proceeds of the IPO Transactions to purchase the Units; and

WHEREAS, Sellers desires to sell, and Purchaser desires to purchase, the Units on the terms and subject to the conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

1.01Definitions.

(a)Defined Terms.  As used in this Agreement, the following defined terms have the meanings indicated below:

“AAA” has the meaning ascribed to it in Section 14.14.

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“Actions or Proceedings” means any action, suit, litigation, arbitration, audit, claim, complaint, hearing, or investigation (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental or Regulatory Authority or arbitrator.

“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one of more intermediaries, controls or is controlled by or is under common control with such Person.  For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by Contract or otherwise and, in any event and without limitation of the foregoing, any Person owning ten percent (10%) or more of the voting securities of another Person shall be deemed to control that Person.  For purposes of this Agreement, unless the context otherwise requires, prior to Closing, none of the Sellers, the Company and the Company’s Subsidiaries shall constitute or be deemed to constitute an Affiliate of Purchaser.

“Affiliate Agreement” has the meaning ascribed to it in Section 3.17(a)(viii).

“Agreement” means this Membership Interest Purchase Agreement, the Disclosure Schedule and the certificates delivered in accordance with Sections 8.03 and 9.03, as the same shall be amended from time to time

“Ancillary Agreement” means each assignment agreement entered into pursuant to Section 2.03(c).

“Arbitrating Accountants” has the meaning ascribed to it in Section 2.04(d).

“Assets and Properties” of any Person means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, and wherever situated), including the goodwill related thereto, operated, owned or leased by such Person.

“Assumed Liabilities” means an amount equal to (a) the aggregate Liabilities of the Company and the Subsidiaries as calculated as of 12:01 AM (Pacific time) on the Closing Date minus (b) Closing Indebtedness to the extent paid by Purchaser in accordance with Section 2.03(b)(ii).

“Audited Financial Statements” means the Financial Statements for the most recent fiscal year of the Company delivered to Purchaser pursuant to Section 3.08.

“Basket” has the meaning ascribed to it in Section 12.01  (c).

“Benefit Plan” means any Plan (i) covering one or more current or former Company Employees, or other individual independent contractors, of the Company or any of its Subsidiaries, or the beneficiaries or dependents of any such Persons; (ii) sponsored, maintained, contributed to, or required to be contributed to, by the Company or any of its Subsidiaries; or (iii) under or with respect to which the Company or any of its Subsidiaries have any Liabilities.

2

“Books and Records” means all files, documents, instruments, papers, books and records relating to the Business or Condition of the Company, including without limitation financial statements, Tax Returns and related work papers and letters from accountants, budgets, pricing guidelines, ledgers, journals, deeds, title policies, minute books, stock certificates and books, stock transfer ledgers, Contracts, Licenses, customer lists, operating data and plans and environmental studies and plans.

“Business Day” means a day other than Saturday, Sunday or any day on which banks located in the State of Nevada are authorized or obligated to close.

“Business or Condition of the Company” means the business, condition (including financial condition), results of operations, Liabilities and Assets and Properties of the Company and the Subsidiaries taken as a whole.

“Claim Notice” means written notification pursuant to Section 12.02(a) of a Third Party Claim as to which indemnity under Section 12.01 is sought by an Indemnified Party, enclosing a copy of all papers served, if any, and specifying in reasonable detail and to the extent practicable the nature of and basis for such Third Party Claim and for the Indemnified Party’s claim against the Indemnifying Party under Section 12.01, together with the amount if then known or reasonably determinable in good faith, of the Loss arising from such Third Party Claim.

“Closing” means the closing of the transactions contemplated by Section 2.03.

“Closing Date” means (a) the fifth Business Day after the day on which all of the conditions to each party’s obligations hereunder have been satisfied or, to the extent permitted under applicable Laws, waived (other than those conditions that by their nature have to be satisfied at Closing, but subject to the satisfaction or, to the extent permitted under applicable Laws, waiver of those conditions at Closing), or (b) such other date as Purchaser and Sellers mutually agree upon in writing.

“Closing Indebtedness” means the total aggregate amount of the Indebtedness and all accrued and unpaid interest, premiums and prepayment fees applicable with respect thereto of the Company and the Subsidiaries as calculated as of 12:01 AM (Pacific time) on the Closing Date.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” has the meaning ascribed to it in Section 2.09.

“Company” has the meaning ascribed to it in the forepart of this Agreement.

“Company Employees” has the meaning ascribed to it in Section 7.07(a).

“Company Material Adverse Effect” means any change, development, circumstance or event that, individually or in the aggregate, has or would reasonably be expected to have, a material adverse effect on the Business or Condition of the Company or on the Company’s or Sellers’ ability to consummate the transactions contemplated by this Agreement or

3

any Ancillary Agreement; provided, however, that none of the following shall be or will be at the Closing, deemed to constitute, or shall be taken into account in determining the occurrence of, a Company Material Adverse Effect: (i) any effect or change that results from the announcement of the execution and delivery of this Agreement or the Transactions, or from any action taken by Purchaser or its Affiliates, (ii) any effect or change that results from the taking of any action required pursuant to this Agreement or expressly permitted by this Agreement, (iii) any change in general business, economic, political, legislative or social conditions, whether locally, nationally or internationally, affecting the travel, hospitality or gaming industries generally, (iv) any change in the financial, banking or securities markets (including changes to interest rates, currency rates or the value of the U.S. Dollar relative to other currencies, consumer confidence, stock, bond and/or debt prices and trends), (v) any acts of war, hostilities, military action, sabotage or terrorism (whether or not declared or undeclared) or any escalation or worsening of any such acts of war, hostility, military action, sabotage or terrorism, (vi) any failure to meet projections, forecasts or revenue or earnings predictions for any period ending on or after the Closing (provided that the changes or effects underlying or contributing to such failure to meet projections, forecasts or revenue or earnings predictions may be deemed to constitute, and be taken into account in determining the occurrence of, a Company Material Adverse Effect); or (vii) any change in Law or generally accepted accounting principles or the interpretation thereof, except, in each case of clauses (iii), (iv), (v) and (vii), to the extent the Business or Condition of the Company is disproportionately affected by such effect or change compared to Persons engaged in similar or comparable businesses in the industries in which the Company and/or its Subsidiaries operate.

“Company Owned Intellectual Property” has the meaning ascribed to it in Section 3.15(a).

“Company/Seller Fundamental Representations” has the meaning ascribed to it in Section 11.01.

“Contract” means any agreement, lease, license, evidence of Indebtedness, mortgage, indenture, security agreement, commitment, promise, undertaking or other contract (whether written or oral), including all amendments thereto.

“Disclosure Schedule” means the record delivered to Purchaser by the Company or to Purchaser by Sellers or to Sellers by Purchaser, as applicable, herewith and dated as of the date hereof, containing all lists, descriptions, exceptions and other information and materials as are required to be included therein by the Company, Sellers or Purchaser, as applicable, pursuant to this Agreement.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any Person who, together with the Company, is treated as a single employer under Section 414(t) of the Code; provided, however, that in no event shall Purchaser or any subsidiary of Purchaser be deemed to be an ERISA Affiliate.

“Estimated Assumed Liabilities” has the meaning ascribed to it in Section 2.04(a).

4

“Estimated Closing Balance Sheet” has the meaning ascribed to it in Section 2.04(a).

“Estimated Closing Balance Sheet Documents” has the meaning ascribed to it in Section 2.04(a).

“Estimated Assumed Liabilities” has the meaning ascribed to it in Section 2.04(a).

“Excluded Assets” has the meaning ascribed to it in Section 2.07.

“FE Senior Executive” means each of Frank J. Fertitta III, Lorenzo Fertitta, Stephen L. Cavallaro, Marc J. Falcone and Richard J. Haskins.

“Final Assumed Liabilities” has the meaning ascribed to it in Section 2.04(b).

“Final Closing Balance Sheet” has the meaning ascribed to it in Section 2.04(b).

“Final Closing Balance Sheet Documents” has the meaning ascribed to it in Section 2.04(b).

“Financial Statements” means the consolidated financial statements of the Company and its consolidated Subsidiaries delivered to Purchaser pursuant to Section 3.08 or 6.05.

“GAAP” means United States generally accepted accounting principles, consistently applied.

“Gaming Authorities” means any Governmental or Regulatory Authority with regulatory control, authority or jurisdiction over casino, gambling or other gaming activities and operations conducted by any of the Company or the Subsidiaries, including the Nevada Gaming Commission, the Nevada State Gaming Control Board, the Las Vegas City Council, the North Las Vegas City Council, the Henderson City Council, the National Indian Gaming Commission, and the Clark County Liquor and Gaming Licensing Board.

“Gaming Laws” means all Laws pursuant to which any Gaming Authority possesses regulatory, licensing or permit authority over gambling, gaming or casino activities, including the rules and regulations established by any Gaming Authority.

“Gaming Licenses” means all Licenses issued under applicable Gaming Laws or by any Gaming Authorities.

“Governmental or Regulatory Authority” means any: (a) nation, state, county, city, town, village, district, or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign, or other government; (c) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal); (d) multi-national organization or body; or (e) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature, including any Gaming Authority.

5

“HSR Act” means Section 7A of the Clayton Act (Title II of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended) and the rules and regulations promulgated thereunder.

“Income Tax” means any federal, state, local, or foreign income tax, including any interest, penalty, or addition thereto, whether disputed or not.

“Income Tax Returns” means any return, declaration, report, claim for refund, or information return or statement relating to Income Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Indebtedness” of any Person means all obligations of such Person (and any accrued and unpaid interest thereon) (i) for borrowed money or extension of credit, (ii) evidenced by notes, bonds, debentures, letters of credit or similar instruments, (iii) upon which interest charges are customarily paid (other than trade payables incurred in the ordinary course of business consistent with past practice), (iv) for the deferred purchase price of goods or services including “earn-outs” and “seller notes” payable with respect to the acquisition of any business, assets or securities but excluding trade payables incurred in the ordinary course of business consistent with past practice), (v) under capital leases, synthetic leases or sale leaseback transactions, (vi) arising under Contracts relating to interest rate protection, swap or other hedging agreements, (vii) under conditional sale or other title retention agreements relating to any purchased property, and (vi) in the nature of guarantees (including “keep well” arrangements, support agreements and similar agreements) of the obligations described in clauses (i) through (vi) above of any other Person.

“Indemnified Party” means any Person claiming indemnification under any provision of Article XII.

“Indemnifying Party” means any Person against whom a claim for indemnification is being asserted under any provision of Article XII.

“Indemnity Notice” means written notification pursuant to Section 12.02(b) of a claim for payment or indemnity under Article XII by an Indemnified Party, specifying the nature of and basis for such claim, together with the amount, if then known or reasonably determinable in good faith, of the Loss arising from such claim.

“Initial Purchase Price” has the meaning ascribed to it in Section 2.02.

“Intellectual Property” means intellectual property rights of any kind, including both statutory and common law rights, throughout the world, as applicable, including without limitation (i) all industrial designs, invention disclosures, patents and patent applications (including divisions, continuations, continuations-in-part, reexaminations, and renewals), and any renewals, extensions, supplementary protection certificates or reissues thereof, in any jurisdiction, (ii) trademarks, service marks, names, corporate names, trade names, brand names, certification marks, designs, logos, slogans, commercial symbols, business name registrations, Internet domain names, trade dress and other similar indications of source or origin and general intangibles of like nature, together with the goodwill associated with the foregoing and registrations and applications relating to the foregoing in any jurisdiction, including any

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extension, modification or renewal of any such registration or application, (iii) copyrights, writings and other works and other copyrightable subject matter, (including rights in computer programs (whether in source code, object code or other forms), algorithms, databases, compilations and data, technology supporting the foregoing, and all documentations including user manuals and training materials, related to any of the foregoing), in any jurisdiction, whether registered or not, and all applications and registrations for the foregoing, and any renewals or extensions thereof, (iv) trade secrets, non-public information, and all other confidential or proprietary information and materials, including, discoveries, research and development, ideas, know-how, inventions, proprietary processes, designs, procedures, laboratory notes, technical information, formulae, biological materials, models and methodologies, in each case whether patentable or not, and rights in any jurisdiction to limit the use or disclosure thereof by any Person, and (v) any other intellectual property or proprietary rights and all rights and remedies against past infringement, misappropriation, or other violation of any of the foregoing.

“IPO Transactions” has the meaning ascribed to it in the forepart of this Agreement.

“IRS” means the United States Internal Revenue Service.

“Knowledge of Sellers” or “Known to Sellers” means the actual knowledge after reasonable due inquiry of any FE Senior Executive at the time the applicable representation or warranty is made.

“Laws” means all laws, statutes, constitutions, treaties, rules, regulations, judgments, decrees, ordinances and other pronouncements having the effect of law, in each case, of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision or of any Governmental or Regulatory Authority.

“Lender Directors” means Station Holdco LLC’s Lender Directors (as defined in that certain Equityholders Agreement, dated as of June 16, 2011, by and among Station Holdco LLC, Purchaser and the other parties thereto, as amended.

“Lender Directors’ Consent” means approval of the Lender Directors to the consummation of the Transactions.

“Liabilities” means all direct or indirect Indebtedness, obligations and other liabilities of a Person of any kind or character (whether absolute or contingent, accrued or unaccrued, conditional or unconditional, fixed or otherwise, matured or unmatured, latent or patent, known or unknown, asserted or unasserted, due or to become due, in contract, tort, strict liability or otherwise).

“Licenses” means all licenses, permits, certificates of authority, authorizations, approvals, registrations, privileges, qualifications, franchises, findings of suitability, waivers and exemptions, including any condition or limitation placed thereon, and similar consents granted or issued by any Person, including Gaming Licenses.

“Licensed Parties” means the Company, and each Subsidiary and Licensing Affiliate that owns or holds a License.

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“Licensing Affiliates” means any officer, director, employee or equityholder of, or other Person associated with, the Company or any Subsidiary that (a) may be required to own or hold a License, or (b) may be required to be found suitable, or may be taken into account in the process of determining the suitability of the Company or any Subsidiary, with respect to a License.

“Liens” means any mortgage, pledge, assessment, security interest, lease, lien, adverse claim, levy, restriction on transfer of title, charge or other encumbrance of any kind, or any conditional sale Contract, title retention Contract or other Contract to give any of the foregoing.

“LLC Agreement” means the limited liability company agreement of the Company, as in effect immediately prior to the Closing.

“Loss” means any and all damages, fines, fees, claims, judgments, settlements, penalties, deficiencies, losses and expenses (including without limitation interest, court costs, fees of attorneys, accountants and other experts or other expenses of litigation or other Actions or Proceedings or of any claim, default or assessment).

“New Plans” has the meaning ascribed to it in Section 7.07(b).

“Objection Notice” has the meaning ascribed to it in Section 2.04(c).

“Old Plans” has the meaning ascribed to it in Section 7.07(b).

“Option” with respect to any Person means any security, right, subscription, warrant, option, “phantom” stock right or other Contract that gives the right to (i) purchase or otherwise receive or be issued any equity interests of such Person or any security of any kind convertible into or exchangeable or exercisable for any equity interests of such Person or (ii) receive or exercise any benefits or rights similar to any rights enjoyed by or accruing to the holder of equity interests of such Person, including any rights to participate in the equity or income of such Person or to participate in or direct the election of any directors or officers of such Person or the manner in which any equity interests of such Person are voted.

“Order” means any writ, judgment, decree, injunction, award, decision, decree, ruling, subpoena, verdict or similar order of any Governmental or Regulatory Authority (in each such case whether preliminary or final).

“Payoff Letters” has the meaning ascribed to it in Section 2.03(b)(ii).

“Permitted Lien” means (i) any Lien for Taxes not yet due or delinquent or being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP and (ii) any landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and similar Lien arising in the ordinary course of business with respect to a Liability that is not yet due or delinquent.

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“Person” means any natural person, corporation, limited liability company, general partnership, limited partnership, proprietorship, other business organization, trust, union, association or Governmental or Regulatory Authority.

“Plan” means any bonus, incentive compensation, deferred compensation, compensation, pension, profit sharing, retirement, equity purchase, equity option, restricted stock, deferred stock, equity ownership, equity appreciation rights, phantom stock, equity-related, leave of absence, layoff, vacation, day or dependent care, legal services, cafeteria, life, health, accident, disability, change in control, retention, severance, separation, fringe benefit or other employee benefit plan, practice, policy, agreement or arrangement of any kind, whether written or oral, including any “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not ERISA applies.

“Post-Closing Adjustment” has the meaning scribed to it in Section 2.04(e).

“Post-Closing Tax Period” means any taxable period that begins after the Closing Date and the portion of any Straddle Period that begins the day after the Closing Date.

“Pre-Closing Tax Obligations” means any Taxes of the Company or any Subsidiary that are due and payable by such Company or Subsidiary and that are allocable to any Pre-Closing Tax Period pursuant to Section 10.02.

“Pre-Closing Tax Period” means any taxable period that ends on or prior to the Closing Date and the portion of any Straddle Period that ends on the Closing Date.

“Pre-Roadshow Bring Down Certificate” has the meaning ascribed to it in Section 6.12.

“Preliminary Confirmations” has the meaning ascribed to it in Section 6.12.

“Purchase Price” has the meaning ascribed to it in Section 2.02.

“Purchaser” has the meaning ascribed to it in the forepart of this Agreement.

“Purchaser Fundamental Representations” has the meaning ascribed to it in Section 11.01.

“Purchaser Indemnified Parties” means Purchaser, the Company and the Subsidiaries, their respective Affiliates, and all Representatives of any of the foregoing.

“Purchaser Tax Contest” has the meaning ascribed to it in Section 10.07(b).

“Qualified Plan” means each Benefit Plan which is intended to qualify under Section 401 of the Code.

“Related Person” means (a) with respect to an individual, such individual’s spouse and the immediate family members of such individual and such individual’s spouse, including any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law,

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son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such individual or such individual’s spouse, and any person sharing the household of such individual, (b) with respect to an entity, any Person that directly or indirectly controls, is controlled by or is under common control with such entity and each Person that serves as a director, officer, partner, executor or trustee of such entity, and (c) any Affiliates of any of the foregoing.

“Representatives” has the meaning ascribed to it in Section 6.03.

“Restrictive Covenant” means any non-compete, non-solicit, non-interference, non-disparagement or confidentiality obligation.

“Seller” or “Sellers” has the meaning ascribed to it in the forepart of this Agreement.

“Seller Certificate” has the meaning ascribed to it in Section 6.11.

“Seller Indemnified Parties” means Sellers and their Affiliates, and all Representatives of any of the foregoing.

“Seller Prepared Return” has the meaning ascribed to it in Section 10.03(a).

“Seller Representative” has the meaning ascribed to it in the forepart of this Agreement.

“Seller Tax Contest” has the meaning ascribed to it in Section 10.07(b).

“Shared Tax Return” has the meaning ascribed to it in Section 10.03(b).

“Specified Executive” means Frank J. Fertitta III, Marc J. Falcone, Stephen L. Cavallaro and Richard J. Haskins.

“Station Operations” has the meaning ascribed to it in the forepart of this Agreement.

“Straddle Period” means any taxable period that begins prior to the Closing Date and ends after the Closing Date.

“Subsidiary” means any Person in which the Company, directly or indirectly through Subsidiaries or otherwise, beneficially owns more than fifty percent (50%) of either the equity interests in, or the voting control of, such Person and any partnership the only general partner or general partners of which are the Company or one or more of its Subsidiaries.

“Tax Claim” has the meaning ascribed to it in Section 10.07(b).

“Tax Dispute” has the meaning ascribed to it in Section 10.08.

“Tax Return” means any return, declaration, report, claim for refund, or information return or statement filed with or submitted to, or required to be filed with or submitted to, any Governmental or Regulatory Authority in connection with the determination,

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assessment, collection, or payment of any Tax, including any schedule or attachment thereto, and including any amendment thereof.

“Taxes” or “Tax” means any federal, state, local, or foreign income, gross receipts, License, payroll, employment, excise, stamp, occupation, premium, windfall profits, environmental (including taxes under Code Section 59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto.

“Termination Date” has the meaning ascribed to it in Section 13.01(d).

“Third Party Claim” has the meaning ascribed to it in Section 12.02(a).

“Threshold” has the meaning ascribed to it in Section 12.01(c).

“Transactions” means all transactions contemplated by this Agreement.

“Transfer Taxes” has the meaning ascribed to it in Section 10.02.

“Treasury Regulations” means regulations promulgated by the United States Treasury Department pursuant to the Code.

“Unaudited Financial Statement Date” means the last day of the most recent fiscal quarter of the Company for which Financial Statements are delivered to Purchaser pursuant to Section 3.08.

“Unaudited Financial Statements” means the Financial Statements for the most recent fiscal quarter of the Company delivered to Purchaser pursuant to Section 3.08.

“Underwriters” has the meaning ascribed to it in Section 6.03.

“Units” has the meaning ascribed to it in the forepart of this Agreement.

“Zuffa 401(k) Plan” has the meaning ascribed to it in Section 7.07(c).

Construction of Certain Terms and Phrases.  Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement; (iv) the terms “Article” or “Section” refer to the specified Article or Section of this Agreement; (v) the phrases “ordinary course of business” and “ordinary course of business consistent with past practice” refer to the business and practice of the Company or a Subsidiary; and (vi) wherever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”  Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified.

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All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

ARTICLE II
SALE OF UNITS AND CLOSING

2.01Purchase and Sale.  Each Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from such Seller, all of the right, title and interest of such Seller in and to the Units listed opposite such Seller’s name on Section 2.01 of the Disclosure Schedule, free and clear of all Liens, at the Closing on the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement.

2.02Purchase Price.  At the Closing, Purchaser shall pay an aggregate purchase price for the Units equal to $460,000,000, minus Estimated Assumed Liabilities, minus the amount, if any, of the Closing Indebtedness (the resulting amount, the “Initial Purchase Price” and, following adjustment pursuant to Section 2.04, the “Purchase Price”) in immediately available United States funds in the manner provided in Section 2.03.  The Purchase Price shall be allocated among Sellers in accordance with the terms and conditions of the LLC Agreement.

2.03Closing.

(a)The Closing will take place at the offices of Purchaser at 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135, or at such other place as Purchaser and the Seller Representative mutually agree, at 10:00 a.m. local time, on the Closing Date.

(b)At the Closing, Purchaser will pay or cause to be paid, by wire transfer of immediately available funds:

(i)an aggregate amount equal to the Initial Purchase Price, in such amounts and to such accounts as shall be designated in writing by the Seller Representative to Purchaser at least two (2) Business Days before the Closing Date; and

(ii)an aggregate amount equal to the Closing Indebtedness, in such amounts and to such accounts as set forth in payoff letters (the “Payoff Letters”), in form and substance reasonably satisfactory to Purchaser, indicating that all corresponding Indebtedness will have been paid in full and providing for, among other things, the release of any Liens relating to such Indebtedness and including all necessary Uniform Commercial Code authorizations.

(c)Simultaneously, each Seller will assign and transfer to Purchaser all of such Seller’s right, title and interest in and to the Units by delivering to Purchaser an assignment agreement, in the form of Exhibit A attached hereto, and the Sellers will cause the Company to prepare an amendment to the LLC Agreement to reflect such transfers and the admission of Purchaser, and the withdrawal of each Seller, as a member thereunder.  At the Closing, there shall also be delivered to the Seller Representative and Purchaser the certificates and other documents to be delivered under Articles VIII and IX.

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2.04Purchase Price Adjustment.

(a)No less than five (5) Business Days prior to the Closing Date, the Seller Representative shall prepare and deliver to Purchaser (i) a projected unaudited consolidated balance sheet of the Company and the Subsidiaries as of 12:01 AM (Pacific time) on the Closing Date, prepared in accordance with (I) GAAP and (II) accounting policies applied by the Company for purposes of preparing its consolidated financial statements for the year ended December 31, 2014 (with any conflicts between GAAP and the policies set forth in the preceding clause (II) to be resolved in favor of GAAP), without reflecting any actual or anticipated adjustments or effects arising from the transactions contemplated hereby (the “Estimated Closing Balance Sheet”), and (ii) a closing statement setting forth in reasonable detail a calculation, on the basis of the Estimated Closing Balance Sheet, of Assumed Liabilities (the “Estimated Assumed Liabilities”) and Closing Indebtedness (the items specified in the preceding clauses (i) and (ii) collectively, the “Estimated Closing Balance Sheet Documents”).  The Estimated Closing Balance Sheet Documents shall be subject to Purchaser’s review.  In reviewing such items, Purchaser shall have the right to review the work papers, schedules, memoranda and other documents Sellers and/or the Company prepared or reviewed in preparing the Estimated Closing Balance Sheet Documents and thereafter will have access, during normal business hours, to all relevant Books and Records, all to the extent Purchaser reasonably requires them to complete its review of the Estimated Closing Balance Sheet Documents.  In the event that Purchaser does not agree with the Estimated Closing Balance Sheet Documents or any portion thereof, Sellers shall consider any comments or changes proposed by Purchaser in good faith and Sellers and Purchaser shall negotiate in good faith to resolve the disputed items; provided that, for the avoidance of doubt, none of the failure to include in the Estimated Closing Balance Sheet Documents any comments or changes proposed by Purchaser, Purchaser’s acceptance of the Estimated Closing Balance Sheet Documents, and the consummation of Closing shall constitute an acknowledgement by Purchaser of the accuracy of the Estimated Closing Balance Sheet Documents or limit or otherwise affect Purchaser’s rights and remedies under this Agreement, including Purchaser’s right to include such comments or changes in the Final Closing Balance Sheet Documents.

(b)Not later than 90 days after the Closing Date, Purchaser shall deliver to the Seller Representative (i) an unaudited consolidated balance sheet of the Company and the Subsidiaries as of 12:01 AM (Pacific time) on the Closing Date, prepared in accordance with (I) GAAP and (II) accounting policies applied by the Company for purposes of preparing its consolidated financial statements for the year ended December 31, 2014 (with any conflicts between GAAP and the policies set forth in the preceding clause (II) to be resolved in favor of GAAP), without reflecting any actual or anticipated adjustments or effects arising from the transactions contemplated hereby (the “Final Closing Balance Sheet”), and (ii) a closing statement setting forth in reasonable detail a calculation, on the basis of the Final Closing Balance Sheet, of Assumed Liabilities (the “Final Assumed Liabilities”) (the items specified in the preceding clauses (i) and (ii) collectively, the “Final Closing Balance Sheet Documents”).

(c)The Final Closing Balance Sheet Documents shall be subject to the Seller Representative’s review.  In reviewing such items, the Seller Representative shall have the right to review the work papers, schedules, memoranda and other documents Purchaser prepared or reviewed in preparing the Final Closing Balance Sheet Documents and thereafter will have

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access, during normal business hours and upon reasonable advance notice, to all relevant Books and Records, all to the extent the Seller Representative reasonably requires them to complete its review of the Final Closing Balance Sheet Documents.  Within 30 days after its receipt of the Final Closing Balance Sheet Documents, the Seller Representative shall notify Purchaser whether, based on such review, it has any objections to the calculation of the Final Assumed Liabilities (an “Objection Notice”).  Unless the Seller Representative delivers to Purchaser within such 30-day period an Objection Notice, the Final Assumed Liabilities shall be final and binding.

(d)If the Seller Representative delivers an Objection Notice, then (i) for 20 days after Purchaser receives such Objection Notice, Purchaser and the Seller Representative shall use their commercially reasonable efforts to agree on the calculation of the disputed amounts and (ii) lacking such agreement, the matter shall be referred to an independent nationally-recognized accounting firm as may be mutually agreed upon by Purchaser and the Seller Representative (the “Arbitrating Accountants”).  The Arbitrating Accountants shall be directed to render a written report to the Seller Representative and Purchaser on the unresolved disputed items as soon as practicable (and in no event later than thirty (30) days after submission of the dispute to the Arbitrating Accountants), to resolve only those unresolved disputed items set forth in the Objection Notice, not to make any determination of a disputed amount that is outside the range of the proposed amounts submitted by Purchaser and the Seller Representative, and to make any determinations solely in accordance with the terms and provisions of this Agreement.  If unresolved disputed items are submitted to the Arbitrating Accountants, the Seller Representative and Purchaser shall each furnish to the Arbitrating Accountants such work papers, schedules and other documents and information relating to the unresolved disputed items as the Arbitrating Accountants may reasonably request.  The determination of the Arbitrating Accountants shall be final and binding on Purchaser and Sellers and not subject to collateral attack for any reason other than manifest error or fraud.  The Seller Representative and Purchaser each agree to use its respective commercially reasonable efforts to cooperate with the Arbitrating Accountants and to cause the Arbitrating Accountants to resolve any dispute no later than thirty (30) days after submission of the dispute to the Arbitrating Accountants in accordance with this Agreement.  Of the fees, costs and expenses of the Arbitrating Accountants, Purchaser, on the one hand, and Sellers jointly and severally, on the other hand, shall bear a fraction equal to (i) the absolute value of the difference between the Post-Closing Adjustment that would have been payable based on the submission of such party and the Post-Closing Adjustment based on the determination of the Arbitrating Accountants divided by (ii) the absolute value of the difference between the Post-Closing Adjustment that would have been payable based on the submission of Purchaser and the Post-Closing Adjustment that would have been payable based on the submission of the Seller Representative.  For illustrative purposes only, should the Post-Closing Adjustment payable based on the submission of Purchaser be $80, the Post-Closing Adjustment payable based on the submission of the Seller Representative be $100 and the Post-Closing Adjustment payable based on the determination of the Arbitrating Accountants be $95, Purchase would bear 75% (($95 — $80) / ($100 - $80)) and Sellers would bear 25% (($100-$95) / ($100 - $80)) of the fees, costs and expenses of the Arbitrating Accountants.

(e)If the amount equal to the Estimated Assumed Liabilities minus the Final Assumed Liabilities as finally determined hereunder (the “Post-Closing Adjustment”) is greater than $0 (zero), then Purchaser shall pay to the Seller Representative (for the benefit of Sellers) an

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amount equal to the Post-Closing Adjustment.  If the Post-Closing Adjustment is less than $0 (zero), then the Seller Representative shall (on behalf of Sellers) pay to Purchaser an amount equal to the absolute value of the Post-Closing Adjustment.  Each payment under this Section 2.04(e) shall be made within five Business Days after such final determination by wire transfer of immediately available funds to a bank account specified by the recipient.

2.05Purchase Price Allocation.  Within sixty (60) days following the Closing, the Seller Representative shall deliver to Purchaser a proposed allocation of the Purchase Price (including any liabilities of the Company or any Subsidiary that are properly taken into account for Tax purposes and any payments to Sellers pursuant to Section 14.04) among the Assets and Properties of the Company and the Subsidiaries in accordance with Section 1060 of the Code and Treasury Regulations thereunder (and any similar provision of state, local or foreign law, as applicable). Purchaser shall have thirty (30) days following receipt of Seller Representative’s proposed allocation to provide any changes or objections. If Purchaser objects in writing to Seller Representative’s proposed allocation within such thirty (30) day period, then the parties shall cooperate in good faith to reach a mutually agreeable allocation. Any agreed allocation shall be binding on the parties, and each Seller and Purchaser shall use such agreed allocation in connection with the filing of all relevant U.S. federal, state and local income Tax Returns.  If the parties cannot agree on an appropriate allocation of the Purchase Price, each party shall be entitled to report using an allocation that such party determines appropriate for purposes of computing such party’s Tax obligations.

2.06Further Assurances; Post-Closing Cooperation.

(a)At any time or from time to time after the Closing, Sellers shall execute and deliver to Purchaser such other documents and instruments, provide such materials and information and take such other actions as Purchaser may reasonably request more effectively to vest title to the Units in Purchaser and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Company and the Subsidiaries and their Assets and Properties and Books and Records, and otherwise to cause Sellers to fulfill their obligations under this Agreement.

(b)Following the Closing, Sellers and Purchaser will afford each other, and their respective counsel and accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business or Condition of the Company in their possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement or (v) in connection with any actual or threatened Action or Proceeding.  Further, Sellers and Purchaser agree for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless they shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made.

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(c)Notwithstanding anything to the contrary contained in this Section, if the parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with any provision of this Section shall be subject to applicable rules relating to discovery; provided that nothing in this Section 2.06(c) shall limit or otherwise modify Purchaser’s rights in, and Sellers’ obligation to deliver, all Assets and Properties and Books and Records of the Company and/or any Subsidiary.

2.07Excluded Assets.  Notwithstanding anything in this Agreement to the contrary, the Assets and Properties listed on Section 2.07 of the Disclosure Schedule and all accounts receivable of any of the Company and the Subsidiaries to the extent such accounts receivable are set forth, with specific ledger references allowing their identification, on the Estimated Closing Balance Sheet (such Assets and Properties and accounts receivable, collectively, the “Excluded Assets”) shall be excluded from the Assets and Properties of the Company and its Subsidiaries.  The Sellers shall cause the Company and its Subsidiaries to transfer all right, title and interest in, and all obligations and liabilities related to, such Excluded Assets to a Person, other than the Company or any Subsidiary, effective prior to the Closing.  There shall be no adjustment of the Purchase Price in respect of such Excluded Assets.

2.08Tax Treatment.  Purchaser and Sellers agree to treat the purchase and sale of the Units pursuant to this Agreement in accordance with, and as covered by, Revenue Ruling 99-6, 1999-1 C.B. 423 (Situation 2).  Sellers and Purchaser shall not (and shall cause their respective Affiliates not to) take any position on any Tax Return or any other filings, declarations or reports with the Internal Revenue Service and/or other taxing authorities that is inconsistent with such treatment unless otherwise required by applicable Law or pursuant to a final determination (within the meaning of Code Section 1313(a)) or corresponding provision of state, local or foreign Tax Law.

2.09Certain Determinations.  Any determinations under this Agreement in which Purchaser action is required, including in connection with determinations of Purchase Price (specifically adjustments thereto), and indemnification (to the extent provided in Section 12.02(c)) or any dispute hereunder, any amendment or waiver of any of the terms and provisions hereof, and any consent or approval provided hereunder, shall be made by the Special Committee of the Board of Managers of Purchaser (or as may be constituted at the parent company of Purchaser) as constituted on the date hereof or, if such committee is no longer constituted, by a majority of the independent members of the Board of Managers of Purchaser or its parent (independence for these purposes meaning such individual is and has been independent of the Seller and has no interest in the Seller or any of its Affiliates other than solely by reason of an interest in Purchaser) (as applicable, the “Committee”).

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the applicable section of the Disclosure Schedule (it being agreed that any matter disclosed in any section or subsection of the Disclosure Schedule shall be deemed disclosed in any other section or subsection thereof to the extent that such information is reasonably apparent to be applicable to such other section or subsection), the Company represents and warrants to Purchaser, as of the date hereof and as of the Closing Date, as follows:

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3.01Authority.  The Company has all requisite limited liability company power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.  This Agreement has been duly and validly executed and delivered by the Company.  This Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms (assuming in each case due execution and delivery by each other party to this Agreement).

3.02Organization of the Company.  The Company is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware, and has full limited liability company power and authority to conduct its business as and to the extent now conducted and to own, use and lease its Assets and Properties.  The Company is duly qualified, licensed or admitted to do business and is in good standing in those jurisdictions specified in Section 3.02 of the Disclosure Schedule, which are the only jurisdictions in which the ownership, use or leasing of its Assets and Properties, or the conduct or nature of its business, makes such qualification, licensing or admission necessary, except for those jurisdictions in which the adverse effects of all such failures by the Company to be qualified, licensed or admitted and in good standing could not in the aggregate reasonably be expected to have a Company Material Adverse Effect.  Sellers have prior to the execution of this Agreement delivered to Purchaser true and complete copies of the certificate of formation and limited liability company agreement of the Company as in effect on the date hereof.

3.03Equity Interests.

(a)The Units are duly authorized, validly issued and outstanding and represent 100% of the equity interests in the Company.

(b)Except as disclosed in Section 3.03 of the Disclosure Schedule, there are no outstanding Options with respect to the Company.  The delivery of an assignment agreement, in the form of Exhibit A attached hereto, and an amendment to the LLC Agreement reflecting such transfer will transfer to Purchaser good and valid title to such Units, free and clear of all Liens.  Except as provided under the LLC Agreement, there are no preemptive rights, rights of first refusal, registration rights or similar rights with respect to the Units or any other equity interests of the Company or any agreements relating to voting of the Units or any other equity interests of the Company.

3.04Subsidiaries.

(a)Section 3.04 of the Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary.  Each Subsidiary is a limited liability company duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, and has full limited liability company power and authority to conduct its business as and to the extent now conducted and to own, use and lease its Assets and Properties.  Each Subsidiary is duly qualified, licensed or admitted to do business and is in good standing in each jurisdiction in which the ownership, use or leasing of such Subsidiary’s Assets and Properties, or the conduct or nature of its business, makes such qualification, licensing or admission necessary, except for those jurisdictions in which the adverse effects of all such failures by the Subsidiaries to be

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qualified, licensed or admitted and in good standing could not in the aggregate reasonably be expected to have a Company Material Adverse Effect.  Except for the equity interests in the Subsidiaries set forth on Section 3.04 of the Disclosure Schedule, neither the Company nor any Subsidiary owns or holds, directly or indirectly, any equity, membership, limited or general partner, or other ownership, economic and/or voting interests in any Person or any other securities.

(b)Section 3.04 of the Disclosure Schedule lists for each Subsidiary all record owners of the outstanding equity interests of each Subsidiary and the equity interests held by each such record owner.  Except as disclosed in Section 3.04 of the Disclosure Schedule, all of the outstanding equity interests of each Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable, and are owned, beneficially and of record, by the Company or Subsidiaries wholly owned by the Company free and clear of all Liens.  Except as disclosed in Section 3.05 of the Disclosure Schedule, there are no outstanding Options with respect to any Subsidiary.

(c)Sellers have prior to the execution of this Agreement delivered to Purchaser true and complete copies of the certificate of formation and limited liability company agreement of each of the Subsidiaries as in effect on the date hereof.

3.05No Conflicts.  The execution and delivery by the Company of this Agreement does not, and the performance by the Company of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not:

(a)conflict with or result in a violation or breach of any of the terms, conditions or provisions of the certificate or articles of incorporation or by-laws (or other comparable organizational documents) of the Company or any Subsidiary;

(b)subject to obtaining the consents, approvals and actions, making the filings and giving the notices disclosed in Section 3.06 of the Disclosure Schedule, conflict with or result in a material violation or breach of any term or provision of any Law or Order applicable to the Company or any Subsidiary or any of their respective Assets and Properties (other than such conflicts, violations or breaches as would occur solely as a result of the identity or the legal or regulatory status of Purchaser or any of its Affiliates); or

(c)except as disclosed in Section 3.05 of the Disclosure Schedule, (i) conflict with or result in a material violation or breach of, (ii) constitute (with or without notice or lapse of time or both) a default under, (iii) require the Company or any Subsidiary to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, (iv) result in or give to any Person any right of termination, cancellation, acceleration or modification of or with respect to any Contract or License to which the Company or any Subsidiary is a party or by which any of their respective Assets and Properties is bound, or (v) result in the creation or imposition of any Lien upon the Company or any Subsidiary or any of their respective Assets and Properties.

3.06Governmental Approvals and Filings.  Except as disclosed in Section 3.06 of the Disclosure Schedule, no consent, approval or action of, filing with or notice

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to any Governmental or Regulatory Authority, including any Gaming Authority, on the part of the Company or any Subsidiary is required in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.

3.07Books and Records.  The minute books and other similar records of the Company and the Subsidiaries as made available to Purchaser contain a true and complete record, in all material respects, of all action taken at all meetings and by all written consents in lieu of meetings of the members and managers of the Company and the Subsidiaries.  The membership interest transfer ledgers and other similar records of the Company and the Subsidiaries as made available to Purchaser accurately reflect all prior record transfers in the equity interests of the Company and the Subsidiaries. At Closing, all such books and records will be in the possession of the Company.

3.08Financial Statements and Condition.

(a)Prior to the execution of this Agreement, the Company has delivered to Purchaser true and complete copies of the following financial statements:

(i)the audited balance sheets of the Company and its consolidated Subsidiaries as of December 31, 2014, 2013 and 2012, and the related audited consolidated statements of operations, members’ equity and cash flows and related notes for each of the years ended December 31, 2014, 2013 and 2012 together with a true and correct copy of the report on such audited information by Ernst & Young LLP, and all letters from such accountants with respect to the results of such audits; and

(ii)the unaudited balance sheets of the Company and its consolidated Subsidiaries as of June 30, 2015, and the related unaudited consolidated statements of operations, members’ equity and cash flows for the portion of the fiscal year then ended.

Except as set forth in the notes thereto and as disclosed in Section 3.08(a) of the Disclosure Schedule, all such financial statements were prepared in accordance with GAAP (except for the absence of footnotes and changes resulting from audits and year-end adjustments in the case of the Unaudited Financial Statements the effect of which is not, individually or in the aggregate, material) and fairly present in all material respects the consolidated financial condition and results of operations of the Company and its consolidated Subsidiaries as of the respective dates thereof and for the respective periods covered thereby.  The financial condition and results of operations of each Subsidiary are, and for all periods referred to in this Section 3.08 have been, consolidated with those of the Company.

(b)Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date and as disclosed in Section 3.08 of the Disclosure Schedule, since the Unaudited Financial Statement Date (i) the business of the Company and the Subsidiaries has been operated in all material respects in the ordinary course, (ii) there has not been any Company Material Adverse Effect and (iii) no action has been taken that, if taken after the date hereof, would require the consent of Purchaser under Section 6.04(b).

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(c)Except (i) as and to the extent disclosed in the Financial Statements, (ii) for Liabilities incurred after June 30, 2015 in the ordinary course of business consistent with past practice and expressly included in the calculation of Final Assumed Liabilities, and (iii) for Liabilities set forth on Section 3.08(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has any Liabilities, whether or not such Liabilities would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its Subsidiaries.

3.09Taxes.  Except as set forth in Section 3.09 of the Disclosure Schedule:

(a)The Company has been treated as a partnership and not as an association taxable as a corporation for U.S. federal income tax purposes since its inception, and will be so treated for all taxable periods up to the Closing Date.  Each Subsidiary has been treated as disregarded as an entity separate from the Company for U.S. federal income tax purposes and will be so treated for all taxable periods up to the Closing Date.

(b)The Company and each Subsidiary have filed all Tax Returns required to be filed by applicable Law.  All Tax Returns were (and, as to Tax Returns not filed as of the date hereof but due on or before the Closing Date, will be) true, complete and correct and filed on a timely basis.  The Company and each Subsidiary (i) has timely paid all Taxes required to be paid as of the date hereof (and, as to Taxes not due as of the date hereof but due on or before the Closing Date, will timely pay such Taxes); or (ii) has duly and fully provided (or, prior to the Closing Date, will provide) reserves adequate to pay all Taxes for the periods up to and including the Closing Date.

(c)There are no Tax Liens upon the assets of the Company (or any Subsidiary) except Permitted Liens.

(d)The Company and each Subsidiary have withheld and paid all Taxes required to have been withheld and paid by it in connection with amounts paid or owing to any employee, independent contractor, creditor, equityholder or other third party, and all Forms W-2 and 1099 with respect thereto have been properly completed and timely filed.

(e)No deficiency for any Taxes has been proposed, asserted or assessed, in each case in writing, against the Company or any Subsidiary that has not been resolved and paid in full.

(f)No audits or other Actions or Proceedings are presently pending or, to the Knowledge of Sellers, threatened with regard to any Taxes or Tax Returns of the Company or any Subsidiary.

(g)Neither the Company nor any Subsidiary has received any written ruling of a Governmental or Regulatory Authority relating to Taxes, or any other written and legally binding agreement with a Governmental or Regulatory Authority relating to Taxes, in each case within the last five years.

(h)No agreement as to indemnification for, contribution to, or payment of Taxes exists between the Company or any Subsidiary, on the one hand, and any other person, on the

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other (other than the LLC Agreement).  Neither the Company nor any Subsidiary has any liability for Taxes of any person under Treasury Regulation Section 1.1502-6 (or any similar provision of any state, local or foreign Law), or as a transferee or successor, by contract or otherwise.

(i)No written claim has been made by a Governmental or Regulatory Authority with respect to the Company or any Subsidiary in a jurisdiction where such Company or Subsidiary does not file Tax Returns that it is subject to taxation by that jurisdiction.

(j)Neither the Company nor any Subsidiary has ever been a member of any consolidated, combined, affiliated, unitary or similar group for any Tax purposes.

(k)Neither the Company nor any Subsidiary has engaged in any “reportable transactions” as defined in Treasury Regulation Section 1.6011-4(b).

(l)Neither the Company nor any Subsidiary has, nor has it ever had, a permanent establishment in any country other than the United States.

(m)Neither the Company nor any Subsidiary (nor any other Person on their behalf) has (i) executed or entered into a closing agreement pursuant to Section 7121 of the Code or any similar provision of law; or (ii) other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course of business, granted any extension or waiver for the assessment or collection of Taxes, which Taxes have not since been paid.

3.10Legal Proceedings.  Except as disclosed in Section 3.10 of the Disclosure Schedule (with paragraph references corresponding to those set forth below), (i) there is not pending or, to the Knowledge of Sellers, threatened (A) any material Actions or Proceedings against, relating to or affecting the Company or any Subsidiary or any of their respective Assets and Properties or any of their respective directors, officers, employees or agents (in their capacities as such), or (B) any Actions or Proceedings seeking to restrain, enjoin, or otherwise prohibit or make illegal the consummation of any of the Transactions, and (ii) there are no Orders outstanding against the Company or any Subsidiary. To the Knowledge of Sellers, no event has occurred or circumstance exists that would reasonably be expected to give rise to or serve as a basis for the commencement of any material Actions or Proceedings or material Orders against the Company or any Subsidiary.

3.11Compliance with Laws.  Since December 31, 2012, (i) the Company and each of its Subsidiaries have complied in all material respects with all applicable Laws, including Gaming Laws, and Orders, (ii) no written notice, charge, claim, action or assertion has been received by the Company or any of its Subsidiaries or has been filed or commenced against the Company or any Subsidiary alleging any violation of any of the foregoing, and (iii) to the Knowledge of Sellers, no charge, claim, action or assertion has been threatened in writing against the Company or any of its Subsidiaries alleging any material violation of any of the foregoing.

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3.12Benefit Plans; ERISA.

(a)Section 3.12(a) of the Disclosure Schedule contains a true and complete list of each Benefit Plan.

(b)With respect to each material Benefit Plan, true and complete copies of the following have been provided or made available to Purchaser:  (i) the three (3) most recent annual reports (if required under ERISA), including all schedules and attachments; (ii) the latest/current summary plan description (if required under ERISA), together with each summary of material modifications required under ERISA; (iii) each such written Benefit Plan and all amendments and restatements thereto; (iv) with respect to each Qualified Plan, the most recent determination, opinion or advisory letter, ruling or notice issued by the IRS or any other Governmental or Regulatory Authority, and a complete set of plan documents since inception or, if later, the date of the last IRS determination or opinion letter; (v) all trust agreements, insurance contracts, and other funding vehicles, (vi) to the extent applicable, the most recent financial statements; (vii) all contracts with third party administrators, investment managers, consultants, and other service providers; (viii) all reports, including all discrimination testing reports, submitted within the three (3) years preceding the Closing Date by third party administrators, actuaries, investment managers, consultants, or other service providers; (ix) all correspondence within the last six (6) years to or from the IRS, U.S. Department of Labor or other Governmental or Regulatory Authority; and (x) such additional documents related to the Benefit Plans as are reasonably requested by Purchaser prior to the Closing Date.

(c)Each Benefit Plan complies and has been administered in all material respects in accordance with the applicable Benefit Plan documents and with all applicable Laws (including ERISA and the Code).  Each Benefit Plan that is intended to be a Qualified Plan has received a favorable determination letter from the IRS, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such Qualified Plan is so qualified and that the plan and the trust related thereto are exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code, and, to the Knowledge of Sellers, nothing has occurred that could reasonably be expected to cause the revocation of such determination letter from the IRS or the unavailability of reliance on such opinion letter from the IRS, as applicable.

(d)Except as set forth in Section 3.12(d) of the Disclosure Schedule, all benefits, contributions and premiums required by Sellers, the Company or any of its Subsidiaries and due under the terms of each Benefit Plan or applicable Law have been timely made and paid in accordance with the terms of such Benefit Plan, the terms of all applicable Laws and GAAP.  With respect to any Benefit Plan, no event has occurred or, to the Knowledge of Sellers, is reasonably expected to occur that has resulted in or would subject the Company or a Subsidiary to a Tax under Section 4971 of the Code or the assets of the Company or the Subsidiaries to a lien under Section 430(k) of the Code.

(e)Except as set forth in Section 3.12(e) of the Disclosure Schedule, (i) no Benefit Plan has been or is covered by Title IV of ERISA, ERISA Section 302 or 303 or Code Section 412 or 430 and neither the Company nor the Subsidiaries nor any ERISA Affiliate has any liability or obligation under Title IV of ERISA, ERISA Section 302 or 303 or Code Section

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412 or 430; and (ii) neither the Company nor any Subsidiary (A) has at any time prior to the execution date of this Agreement contributed to or had an obligation to contribute to, (B) contributes to or has an obligation to contribute to, (C) has any obligation whatsoever relating to, or (D) expects to incur an obligation relating to, any of the following: (x) any “employee pension benefit plan” as defined in ERISA Section 3(2) subject to Title IV of ERISA, Section 302 or 303 or Code Section 412 or 430, (y) any “multiemployer plan” as defined in ERISA Section 3(37) or ERISA Section 4001(a)(3), or (z) a “multiple employer plan” (within the meaning of Code Section 413(c) or ERISA Section 4001(a)(3)).

(f)Except as set forth in Section 3.12(f) of the Disclosure Schedule and other than as required under Section 4980B of the Code or other applicable Laws, no Benefit Plan provides benefits or coverage in the nature of health, life or disability insurance following retirement or other termination of employment (other than death benefits when termination occurs upon death).

(g)Except as set forth in Section 3.12(g) of the Disclosure Schedule: (i) there is no pending or, to the Knowledge of Sellers, threatened Actions or Proceedings relating to a Benefit Plan; and (ii) to the Knowledge of Sellers, no Benefit Plan has within the three (3) years prior to the date hereof been the subject of an examination or audit by a Governmental or Regulatory Authority.

(h)Except as set forth in Section 3.12(h) of the Disclosure Schedule, neither the execution of the Agreement nor the consummation of the Transactions will, either alone or in combination with another event: (i) result in the payment to any Company Employee, director or consultant of the Company or the Subsidiaries of any money or other property; (ii) accelerate the vesting of or provide any additional rights or benefits (including funding of compensation or benefits through a trust or otherwise) to any Company Employee, director or consultant; or (iii) limit or restrict the ability of Purchaser or its Affiliates to merge, amend or terminate any Benefit Plan.  Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will result in “excess parachute payments” within the meaning of Section 280G(b) of the Code or otherwise result in any payments that would fail to be deductible under Section 280G of the Code.

(i)Except as set forth on Section 3.12(i) of the Disclosure Schedule, each Benefit Plan can be terminated within thirty (30) days of the Closing Date without payment of any additional contribution or amount and without creating any unfunded or unaccrued liability or the vesting or acceleration of any benefits promised by such Benefit Plan, except with respect to vesting as may be required by law.  Except as set forth on Section 3.12(i) of the Disclosure Schedule, no action or omission of the Company or any Subsidiary, Benefit Plan fiduciary, or any shareholder, director, officer, employee, or agent thereof, and no Benefit Plan documentation or agreement, summary plan description or other written communication distributed generally to employees, in any way restricts, impairs or prohibits (whether legally binding or not) the Company, any Subsidiary, Purchaser, Purchaser’s Affiliates or any successor thereof from amending, merging, terminating or otherwise discontinuing any Benefit Plan in accordance with the express terms of any such plan and applicable law at or after Closing, except as required by law and any such amendment, merger, termination or discontinuance may occur without any liability to the Company, any Subsidiary or Purchaser or any Affiliate of Purchaser.

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(j)Except as set forth in Section 3.12(j) of the Disclosure Schedule, to the Knowledge of Sellers, there is no transaction nor has there been any such transaction in connection with the Company or any Subsidiary or any fiduciary of any Benefit Plan which could be subject to either a civil penalty assessed pursuant to ERISA Section 502, a tax imposed by Code Section 4975 or Liabilities for a breach of fiduciary responsibility under ERISA (including liability through an indemnification agreement or policy), and, to the Knowledge of Sellers, no basis for any such Liability exists, including, but not limited to, any transaction in violation of ERISA Section 406(a) or (b) or any “prohibited transaction” (as defined in Code Section 4975(c)(1)).

(k)No Benefit Plan is funded by, associated with, or related to a “voluntary employee’s beneficiary association” within the meaning of Code Section 501(c)(9), a “welfare benefit fund” within the meaning of Code Section 419, a “qualified asset account” within the meaning of Code Section 419A or a “multiple employer welfare arrangement” within the meaning of ERISA Section 3(40).

(l)Neither the Company nor any of its Subsidiaries has any obligation or Liabilities for the gross-up or reimbursement of Taxes resulting from violations of Code Section 409A.

3.13Real Property.  None of the Company nor any Subsidiary owns any real property.  Section 3.13 of the Disclosure Schedule contains a true and correct list of all leases of real property under which the Company or any Subsidiary is the lessee as of the date hereof (true and complete copies of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been delivered to Purchaser prior to the execution of this Agreement).

3.14Tangible Personal Property.  The Company or a Subsidiary is in possession of and has good title to, or has valid leasehold interests in or valid rights under Contract to use, all tangible personal property used in and individually or in the aggregate with other such property material to the Business or Condition of the Company.  All such tangible personal property is free and clear of all Liens, other than Permitted Liens and Liens, if any, disclosed in Section 3.14 of the Disclosure Schedule.  All such tangible personal property is in good working order and condition, ordinary wear and tear excepted, and free of any deferred maintenance or deferred capital expenditure needs.

3.15Intellectual Property Rights.

(a)The Company or a Subsidiary owns (free and clear of any Liens), or is licensed or otherwise has sufficient rights to use, for any purpose and without restrictions, all Intellectual Property used or held for use in the operation of the business of the Company and the Subsidiaries as currently conducted and to the knowledge of the Company and the Subsidiaries as currently planned to be conducted (“Company Owned Intellectual Property”).  Section 3.15(a) of the Disclosure Schedule sets forth a true and complete list of all Intellectual Property owned by the Company or any Subsidiary with a description of owner, jurisdiction, registration number, applicant number or issuance number, date of application, issuance and/or filing as to which a registration has been obtained by or applied for with any Governmental or Regulatory

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Authorities in any jurisdiction in the world.  Except as disclosed in Section 3.15(a) of the Disclosure Schedule all registrations with and applications to Governmental or Regulatory Authorities with respect to Intellectual Property owned by the Company or a Subsidiary are valid, subsisting and in full force and effect (or with respect to applications applied for).

(b)Except as disclosed in Section 3.15(b) (i) there are no material restrictions on the direct or indirect transfer of any Contract, or any interest therein, held by the Company or any Subsidiary with respect to Intellectual Property and (ii) neither the Company nor any Subsidiary is in default in any material respect under any Contract to use Intellectual Property.

(c)Except as set forth in Section 3.15(c) of the Disclosure Schedule, none of Sellers, the Company nor any Subsidiary has received written notice that the Company or any Subsidiary is infringing, misappropriating, diluting or otherwise violating any Intellectual Property of any other Person.  To the Knowledge of Sellers, no claim is pending or has been made, asserted or threatened to such effect that has not been resolved and neither the Company nor any Subsidiary is infringing, misappropriating, diluting or otherwise violating any Intellectual Property of any other Person.  To the Knowledge of Sellers, no Person has misappropriated, infringed, diluted, or otherwise violated, either directly or indirectly, any Intellectual Property owned, used or held for use by the Company or any Subsidiary.

3.16Sufficiency of Assets; No other Business.

(a)Immediately following the Closing, the Company and the Subsidiaries will own, or will have valid rights to use, all rights, properties and other assets used in the ordinary course or necessary for the conduct of the business of the Company and the Subsidiaries as it is currently conducted, other than the Excluded Assets.

(b)Except as set forth in Section 3.16(b) of the Disclosure Schedule, neither the Company nor any Subsidiary currently engages, or since January 1, 2012 has engaged, in any business or in the provision of any services, other than in the management of the Station Operations.

3.17Contracts.

(a)Section 3.17(a) of the Disclosure Schedule (with paragraph references corresponding to those set forth below) contains a true and complete list of each of the following Contracts or other arrangements (true and complete copies or, with respect to oral Contracts or oral arrangements, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been delivered to Purchaser prior to the execution of this Agreement), to which the Company or any Subsidiary is a party or by which any of their respective Assets and Properties is bound:

(i)all Contracts (excluding Benefit Plans) providing for a commitment of employment or consultation services for a specified or unspecified term or otherwise relating to employment or consultation services or the termination of employment or consultation services;

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(ii)all Contracts containing any provision or covenant prohibiting or limiting the ability of the Company or any Subsidiary to engage in any business activity or compete with any Person or prohibiting or materially limiting the ability of any Person to compete with the Company or any Subsidiary;

(iii)all Contracts containing any provision or covenant prohibiting or limiting the ability of the Company or any Subsidiary to solicit or hire any individual or group of individuals;

(iv)all material partnership, joint venture, shareholders’ or other similar Contracts with any Person;

(v)all Contracts relating to Indebtedness of the Company or any Subsidiary in excess of One Hundred Thousand Dollars ($100,000.00) (including Indebtedness owing to the Company or any wholly-owned Subsidiary);

(vi)all Contracts relating to (A) the disposition or acquisition of any Assets and Properties, other than dispositions or acquisitions in the ordinary course of business consistent with past practice, and (B) any merger or other business combination;

(vii)all Contracts that (A) limit or contain restrictions on the ability of the Company or any Subsidiary to declare or pay dividends on, to make any other distribution in respect of or to issue or purchase, redeem or otherwise acquire its capital stock, to incur Indebtedness, to incur or suffer to exist any Lien, to purchase or sell any Assets and Properties, to change the lines of business in which it participates or engages or to engage in any merger, consolidation or other business combination or (B) require the Company or any Subsidiary to maintain specified financial ratios or levels of net worth or other indicia of financial condition;

(viii)all Contracts with or for the benefit of any Affiliate of the Company (other than any Subsidiary or the Purchaser or any of its subsidiaries), any Seller, or any Related Person of any Seller (each, an “Affiliate Agreement”);

(ix)any Contract between the Company or any Subsidiary, on the one hand, and Purchaser or any of Purchaser’s subsidiaries, on the other hand, including Contracts providing for management services;

(x)any Contract relating to the development, ownership, licensing or use of any Intellectual Property, including license agreements, coexistence agreements and covenants not to sue;

(xi)any Contract for capital expenditures committing the Company and Subsidiaries, collectively, to such expenditures in excess of One Hundred Thousand Dollars ($100,000);

(xii)any collective bargaining agreement or other Contract with any labor union or employee representative;

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(xiii)each Contract which provides for payment by the Company or any Subsidiary of commissions or similar payments (other than to their respective employees in the ordinary course of business);

(xiv)any power of attorney that is currently effective and outstanding;

(xv)each written warranty, guaranty or other similar undertaking with respect to contractual performance extended by the Company or any Subsidiary other than in the ordinary course of business; and

(xvi)all other Contracts (other than Benefit Plans, leases listed in Section 3.13 of the Disclosure Schedule and insurance policies listed in Section 3.19 of the Disclosure Schedule) that either (A) involve the payment or potential payment, pursuant to the terms of any such Contract, by or to the Company or any Subsidiary of more than One Hundred Thousand Dollars ($100,000.00) at one time or in any twelve (12) month period, or (B) cannot be terminated within sixty (60) days after giving notice of termination without resulting in any material cost or penalty to the Company or any Subsidiary.

(b)Each Contract required to be disclosed in Section 3.13 of the Disclosure Schedule, Section 3.17(a) of the Disclosure Schedule, or Section 3.19 of the Disclosure Schedule is in full force and effect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms, of the Company or its Subsidiary and, to the Knowledge of Sellers, each other party thereto, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.  Except as disclosed in Section 3.17(b) of the Disclosure Schedule neither the Company, any Subsidiary nor, to the Knowledge of Sellers, any other party to such Contract is, or has received notice of termination or notice that it is, in violation or breach of or default under any such Contract (or with notice or lapse of time or both, would be in violation or breach of or default under any such Contract) in any material respect, and there are no outstanding claims for indemnification under any such Contract.

3.18Licenses; Gaming Licenses.  Except as disclosed in Section 3.18 of the Disclosure Schedule: (i) collectively, all Licensed Parties own or validly hold all Licenses necessary for or used in the operation of the business of the Company and the Subsidiaries; (ii) each such License is valid, binding and in full force and effect and no event has occurred that permits (or with the giving of notice or lapse of time, would permit) the revocation, non-renewal, modification, suspension, limitation or termination of any such License; (iii) no Licensed Party is (or with the giving of notice or lapse of time or both, would be) in non-compliance with or default under any such License or has received written notification by a Governmental or Regulatory Authority alleging any such non-compliance or default; and (iv) neither the Company nor any Subsidiary or Licensing Affiliate has ever abandoned or withdrawn or been denied or had suspended or revoked a License or an application therefor.

3.19Insurance.  Section 3.19 of the Disclosure Schedule contains a true and complete list of all material insurance policies currently in effect that insure the business, operations or employees of the Company or any Subsidiary or affect or relate to the ownership,

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use or operation of any of the Assets and Properties of the Company or any Subsidiary and that (i) have been issued to the Company or any Subsidiary or (ii) have been issued to any Person (other than the Company or any Subsidiary) for the benefit of the Company or any Subsidiary.  The insurance coverage provided by any of the policies described in clause (i) above will not terminate or lapse by reason of the transactions contemplated by this Agreement.  Each policy referred to in clause (i) above is valid and binding and in full force and effect, all premiums due under such policies have been paid and neither the Company nor any Subsidiary has received any written notice of cancellation or termination in respect of any such policy or is in default thereunder in any material respect.

3.20Employees; Labor Relations.  The Company and its Subsidiaries are, and have at all times within the past five years been, in compliance in all material respects with all Laws relating to the employment of labor, including any provision thereof relating to wages, hours, collective bargaining, labor relations, employment practices, prohibited discrimination, immigration status, worker classification (including the proper classification of working as independent contractors and consultants and exempt or non-exempt), equal opportunity, leave issues, unemployment insurance, workers’ compensation, affirmative action, plant closing, layoffs, and employee health, safety and welfare.  Neither the Company nor any Subsidiary is the subject of any Actions or Proceedings or other legal controversies, including strikes, slowdowns, work stoppages, lockouts or other material labor dispute, that is pending or, to the Knowledge of Sellers, threatened, which involve any past or current employees or contractors of the Company or any of its Subsidiaries, and no such Actions or Proceedings or other legal controversies have occurred within the past five (5) years.  Neither the Company nor any of its Subsidiaries is or has been party to (or required to be a party to) or bound by any collective bargaining, or contract with a union or other similar labor-related representative or organization, and, to the Knowledge of Sellers, there exists no current union organizational effort with respect to any employees of the Company or any of its Subsidiaries. To the knowledge of Sellers, no employees of the Company or any of its Subsidiaries are represented by a union or similar employee representative or organization. No officer of the Company has notified the Company that he or she intends to terminate his or her employment with the Company. To the Knowledge of Sellers, no past or current employee of or consultant to the Company or any of its Subsidiaries is currently in violation of any Restrictive Covenant owing (i) to the Company or any of its Subsidiaries or (ii) to any other Person that would reasonably be expected to adversely affect the right or ability of any such individual to work for or provide services to the Company or any of its Subsidiaries.

3.21Certain Payments.  None of the Company, any Subsidiary, any director, officer, manager or, to the Knowledge of the Sellers, any agent or employee of the Company or any Subsidiary, or any other Person associated with or acting for or on behalf of the Company or any Subsidiary, has directly or indirectly (a) made any contribution, gift (other than routine business gifts and entertainment of nominal value), bribe, rebate, payoff, influence payment, kickback or other payment to any Person, private or public, regardless of form, whether in money, property or services to (i) obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured or (iii) to obtain special concessions or for special concessions already obtained, for or in request of the Company or any Subsidiary, in each case that would violate any legal requirement, or (b) established or maintained any fund or asset on

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behalf of the Company or any Subsidiary that has not been recorded in the books and records of the Company or Subsidiary, as applicable.

3.22Related Party Transactions.  Except as set forth on Section 3.22 of the Disclosure Schedule, (i) neither any Seller nor any Related Person of any Seller has, directly or indirectly, any interest in any property (other than the Excluded Assets) (whether real, personal, or mixed and whether tangible or intangible) used by the Company or its Subsidiaries or in any Contract to which the Company or any Subsidiary is a party, (ii)  there is no indebtedness, obligations or other Liabilities owed by the Company or any Subsidiary to any Seller or any Related Person of any Seller or by any Seller or any Related Person of any Seller to the Company or any Subsidiary, and (iii) neither the Company nor any Subsidiary has guaranteed any indebtedness or other obligation or liability owed by any Seller or any Related Person of any Seller.  Except as set forth on Section 3.22 of the Disclosure Schedule, no Related Person of the Company or its Subsidiaries has any interest in any property (other than the Excluded Assets) (whether real, personal, or mixed and whether tangible or intangible) used by the Company or its Subsidiaries and there are no Contracts or Liabilities between the Company or any Subsidiary, on the one hand, and any such Related Person, on the other hand.

3.23Brokers.  All negotiations relative to this Agreement and the transactions contemplated hereby have been carried out by Sellers directly with Purchaser without the intervention of any Person on behalf of Sellers in such manner as to give rise to any valid claim by any Person against Purchaser, the Company or any Subsidiary for a finder’s fee, brokerage commission or similar payment.

3.24Environmental Matters.  To the Knowledge of Sellers, there are no hazardous substances, materials or pollutants located or managed in, on or under any of the real property leased or subleased by the Company or any Subsidiary in violation of applicable Law.

3.25Representations Complete.  None of the representations or warranties made by the Company in this Agreement contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein, in the light of the circumstances under which they were made, not misleading.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLERS

Except as set forth in the applicable section of the Disclosure Schedule (it being agreed that any matter disclosed in any section or subsection of the Disclosure Schedule shall be deemed disclosed in any other section or subsection thereof to the extent that such information is reasonably apparent to be applicable to such other section or subsection), each Seller, severally and not jointly, hereby represents and warrants to Purchaser, as of the date hereof and as of the Closing Date, as follows:

4.01Organization; Good Standing.  Such Seller is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization.  Such Seller has full power and authority to execute and deliver this Agreement and to perform its

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obligations hereunder and to consummate the transactions contemplated hereby, including without limitation to own, hold, sell and transfer (pursuant to this Agreement) the Units.

4.02Authority.  Such Seller has all requisite trust or limited liability company, as applicable, power and authority to execute and deliver this Agreement and each Ancillary Agreement, to perform its obligations hereunder under thereunder and to consummate the transactions contemplated hereby and thereby.  This Agreement has been, and at Closing each Ancillary Agreement will be, duly and validly executed and delivered by such Seller.  This Agreement constitutes, and each Ancillary Agreement will at Closing constitute, a legal, valid and binding obligation of such Seller enforceable against such Seller in accordance with its terms (assuming in each case due execution and delivery by each other party to the applicable agreement).

4.03Ownership of Units.  Such Seller owns the Units listed opposite such Seller’s name in Section 4.03 of the Disclosure Schedule, beneficially and of record, free and clear of all Liens.  The delivery of such Seller’s assignment agreement, in the form of Exhibit A attached hereto, and an amendment to the LLC Agreement reflecting such transfer will transfer to Purchaser good and valid title to such Seller’s Units, free and clear of all Liens.  Except for the LLC Agreement, such Seller is not party to any agreement pursuant to which such Seller has granted preemptive rights, rights of first refusal, registration rights or similar rights with respect to the Units or any other equity interests of the Company or any agreement relating to voting of the Units or any other equity interests of the Company.

4.04No Conflicts.  The execution and delivery such Seller of this Agreement or any Ancillary Agreement do and will not, and the performance by such Seller of its obligations under this Agreement or any Ancillary Agreement and the consummation of the transactions contemplated hereby or thereby will not:

(a)conflict with or result in a violation or breach of any of the terms, conditions or provisions of the certificate or articles of incorporation or by-laws (or other comparable organizational documents) of such Seller;

(b)subject to obtaining the consents, approvals and actions, making the filings and giving the notices disclosed in Section 3.06 of the Disclosure Schedule, conflict with or result in a violation or breach of any term or provision of any Law or Order applicable to such Seller or any of its Assets and Properties (other than such conflicts, violations or breaches as would occur solely as a result of the identity or the legal or regulatory status of Purchaser or any of its Affiliates); or

(c)except as disclosed in Section 4.04 of the Disclosure Schedule, (i) conflict with or result in a violation or breach of, (ii) constitute (with or without notice or lapse of time or both) a default under, (iii) require such Seller to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, (iv) result in or give to any Person any right of termination, cancellation, acceleration or modification of or with respect to any Contract or License to which such Seller is a party or by which any of its respective Assets and Properties is bound, or (v) result in the creation or imposition of any Lien upon such Seller, such Seller’s Units, any of such Seller’s respective Assets and Properties.

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4.05Governmental Approvals and Filings.  Except as disclosed in Section 3.07 of the Disclosure Schedule, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority, including any Gaming Authority, on the part of such Seller is required in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.

4.06Legal Proceedings.  Except as disclosed in Section 4.06 of the Disclosure Schedule, there are no Actions or Proceedings pending or threatened against, relating to or affecting such Seller or any of its respective Assets and Properties or any of its directors, officers, employees or agents (in their capacities as such) that relate to or affect the Company or any Subsidiary or any of their respective Assets and Properties or that are seeking to prevent, hinder or delay any transaction contemplated under this Agreement.

4.07Representations Complete.  None of the representations or warranties made by the Sellers in this Agreement contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein, in the light of the circumstances under which they were made, not misleading.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PURCHASER

Except as set forth in the applicable section of the Disclosure Schedule (it being agreed that any matter disclosed in any section or subsection of the Disclosure Schedule shall be deemed disclosed in any other section or subsection thereof to the extent that such information is reasonably apparent to be applicable to such other section or subsection), Purchaser hereby represents and warrants to Sellers, as of the date hereof and as of the Closing Date, as follows:

5.01Organization.  Purchaser is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Nevada.  Purchaser has full limited liability company power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.

5.02Authority.  The execution and delivery by Purchaser of this Agreement and each Ancillary Agreement, and the performance by Purchaser of its obligations hereunder and thereunder, have been duly and validly authorized by the Board of Managers of Purchaser, no other limited liability company action on the part of Purchaser being necessary.  This Agreement has been, and at Closing each Ancillary Agreement will be, duly and validly executed and delivered by Purchaser.  This Agreement constitutes, and each Ancillary Agreement will at Closing constitute, a legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms (assuming in each case due execution and delivery by each other party to the applicable agreement).

5.03No Conflicts.  The execution and delivery by Purchaser of this Agreement or any Ancillary Agreement do not and will not, and the performance by Purchaser of its obligations under this Agreement or any Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby will not:

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(a)conflict with or result in a violation or breach of any of the terms, conditions or provisions of the certificate of formation or limited liability company agreement of Purchaser;

(b)subject to obtaining the consents, approvals and actions, making the filings and giving the notices disclosed pursuant to Section 3.06 of the Disclosure Schedule, conflict with or result in a violation or breach of any term or provision of any Law, including Gaming Laws, or Orders applicable to Purchaser or any of its Assets and Properties; or

(c)except as disclosed pursuant to Section 3.06 or 4.04(c) of the Disclosure Schedule, (i) conflict with or result in a violation or breach of, (ii) constitute (with or without notice or lapse of time or both) a default under, (iii) require Purchaser to obtain any consent, approval or action of, make any filing with or give any notice to, any Person as a result or under the terms of, or (iv) result in the creation or imposition of any Lien upon Purchaser or any of its Assets or Properties under, any Contract or License to which Purchaser is a party or by which any of its Assets and Properties is bound.

5.04Governmental Approvals and Filings.  Except as disclosed in Section 4.04 of the Disclosure Schedule, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority, including any Gaming Authority, on the part of Purchaser is required in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.

5.05Legal Proceedings.  There are no Actions or Proceedings pending or, to the knowledge of Purchaser, threatened against, relating to or affecting Purchaser or any of its Assets and Properties which could reasonably be expected to result in the issuance of an Order restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement.

5.06Purchase for Investment.  The Units will be acquired by Purchaser (or, if applicable, its assignee pursuant to Section 14.10(b)(i)) for its own account for the purpose of investment, it being understood that the right to dispose of such Units shall be entirely within the discretion of Purchaser (or such assignee, as the case may be).

5.07Brokers.  Except as set forth in Section 5.07 of the Disclosure Schedule, all negotiations relative to this Agreement and the transactions contemplated hereby have been carried out by Purchaser directly with Sellers without the intervention of any Person on behalf of Purchaser in such manner as to give rise to any valid claim by any Person against Sellers, the Company or any Subsidiary for a finder’s fee, brokerage commission or similar payment.

5.08Representations Complete.  None of the representations or warranties made by Purchaser in this Agreement contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein, in the light of the circumstances under which they were made, not misleading.

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ARTICLE VI
COVENANTS OF SELLERS

Each Seller covenants and agrees with Purchaser that, at all times from and after the date hereof until the Closing and, with respect to any covenant or agreement by its terms to be performed in whole or in part after the Closing, for the period specified therein or, if no period is specified therein, indefinitely, such Seller will comply with all covenants and provisions of this Article V, except to the extent Purchaser may otherwise consent in writing.

6.01Regulatory, Gaming and Other Approvals.  Such Seller will, and will cause the Company and the Subsidiaries to, as promptly as practicable, (a) use reasonable best efforts to obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities, including Gaming Authorities, or any other Person required of such Seller, the Company or any Subsidiary to consummate the transactions contemplated hereby, including without limitation those described in Sections 3.06 and 3.07 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities, including Gaming Authorities, or other Persons as Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Purchaser in connection with the performance of its obligations under Sections 6.01 and 6.02.  Until the Closing, such Seller will provide prompt notification to Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority, including Gaming Authorities, or other Person regarding any of the transactions contemplated by this Agreement.

6.02HSR Filings.  In addition to and not in limitation of such Seller’s covenants contained in Section 6.01, such Seller will, and will cause the Company to, (a) take promptly all actions necessary to make the filings required of such Seller or its Affiliates under the HSR Act, (b) comply at the earliest practicable date with any request for additional information received by such Seller or its Affiliates from the Federal Trade Commission or the Antitrust Division of the Department of Justice pursuant to the HSR Act and (c) cooperate with Purchaser in connection with Purchaser’s filing under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by either the Federal Trade Commission or the Antitrust Division of the Department of Justice or state attorneys general.

6.03Investigation by Purchaser.  Sellers will, and will cause the Company and the Subsidiaries to, (a) provide (i) Purchaser, (ii) any Person who is considering providing financing to Purchaser to finance all or any portion of the Purchase Price, (iii) the underwriters engaged by Purchaser in connection with the IPO Transactions (the “Underwriters”), and their respective officers, directors, employees, agents, counsel, accountants, financial advisors, consultants and other representatives (together “Representatives”) with full access, upon reasonable prior notice and during normal business hours, to all officers, employees, agents and accountants of the Company and the Subsidiaries and their Assets and Properties and Books and Records, and (b) furnish Purchaser and such other Persons with all

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such information and data concerning the business and operations of the Company and the Subsidiaries as Purchaser or any of such other Persons reasonably may request in connection with such investigation.

6.04Conduct of Business.  Sellers will cause the Company and the Subsidiaries to conduct business only in the ordinary course.  Without limiting the generality of the foregoing, at all times prior to Closing, Sellers will cause the Company and the Subsidiaries to:

(a)Use their reasonable best efforts to (i) preserve intact the present business organization and reputation of the Company and the Subsidiaries, (ii) keep available (subject to dismissals for cause and retirements in the ordinary course of business) the services of the officers and employees of the Company and the Subsidiaries, (iii) maintain the Assets and Properties of the Company and the Subsidiaries in good working order and condition, ordinary wear and tear excepted, and (iv) maintain the good will of key customers, suppliers and lenders and other Persons with whom the Company or any Subsidiary otherwise has significant business relationships; and

(b)Not, without the prior written consent of Purchaser (not to be unreasonably withheld, conditioned or delayed):

(i)amend the LLC Agreement or any other organizational document of the Company or any Subsidiary;

(ii)(A) declare, set aside or pay any dividend (whether in cash, equity interests or property), or make any other distribution (whether in cash, equity interests or property), in respect of the outstanding equity interests of the Company or any Subsidiary, other than (x) any distributions of Excluded Assets and (y) any distributions of cash in excess of the working capital requirements of the Company and its Subsidiaries; (B) split, combine or reclassify any of the outstanding equity interests of the Company or any Subsidiary or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for the outstanding equity interests of the Company or any Subsidiary; (C) purchase, redeem or otherwise acquire any equity interests of the Company or any Subsidiary or any rights, warrants or options to acquire any such equity interests; or (D) issue, sell or grant any equity interests in the Company or any Subsidiary or any securities convertible into, or any rights, warrants or options to acquire, any such equity interests or convertible securities;

(iii)(A) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or assets comprising a business or any substantial amount of property or assets in or of any other Person or (B) dispose, transfer or lease any property or assets, except for (x) acquisitions or dispositions effected in the ordinary course of business consistent with past practice and (y) transfers of Excluded Assets;

(iv)incur (A) any material Liabilities or (B) any non-material Liabilities not in the ordinary course of business consistent with past practice;

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(v)make any material change in its Tax accounting or financial accounting principles that could have an impact on the business of the Company and/or the Subsidiaries following the Closing, except insofar as may be required by a change in applicable Law or GAAP;

(vi)make any Tax election that could have an impact on the business of the Company and/or the Subsidiaries following the Closing, other than in the ordinary course of business;

(vii)mortgage, pledge or otherwise encumber any material assets of the Company and any of its Subsidiaries, except for Permitted Liens incurred in the ordinary course of business;

(viii)make any capital expenditures, capital additions or capital improvements in excess of One Hundred Thousand Dollars ($100,000) individually or in excess of Five Hundred Thousand Dollars ($500,000) in the aggregate;

(ix)enter into any Contract understanding or commitment (A) that would have been a Material Contract if entered into prior to the date hereof, or violate, amend or otherwise modify or waive any of the material terms of any Material Contracts or (B) that restrains, restricts or limits the ability of the Company or any of its Subsidiaries to compete with or conduct any business or line of business in any geographic area or solicit the employment of any persons;

(x)enter into any Contract understanding or commitment that restrains, restricts or limits the ability of the Company or any of its Subsidiaries to compete with or conduct any business or line of business in any geographic area or solicit the employment of any persons;

(xi)grant to or acquire from any Person, or dispose of or permit to lapse any rights to, any material items of Company Owned Intellectual Property (other than Excluded Assets constituting Intellectual Property) or disclose to any Person, other than representatives of Purchaser, any material trade secret;

(xii)settle, compromise, discharge or agree to settle any litigation, investigation, arbitration or proceeding other than those that (A) do not involve the payment by the Company or any of its Subsidiaries of monetary damages of Five Hundred Thousand Dollars ($500,000) individually or in excess of One Million Dollars ($1,000,000) in the aggregate, plus applicable reserves and any applicable insurance coverage, and do not involve any material injunctive or other non-monetary relief or impose material restrictions on the business or operations of the Company or its Subsidiaries, and (B) provide for a complete release of the Company and its Subsidiaries from all claims and do not provide for any admission of liability by the Company or any of its Subsidiaries;

(xiii)(A) recognize any new labor union, labor organization or similar employee representative; (B) negotiate, enter into, amend, modify or terminate any collective bargaining agreement or any other Contract with any labor union, labor organization, or similar employee representative; (C) waive, release, limit, or condition any Restrictive

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Covenant obligation of any current or former employee or contractor of the Company or any of its Subsidiaries; or (D) except as required by the terms of any Benefit Plan as of the date of this Agreement or as expressly contemplated by this Agreement, (i) amend any Benefit Plan to increase benefits thereunder or take any action to accelerate the vesting or payment of any benefits under a Benefit Plan or (ii) establish or adopt any new plan, agreement or arrangement that would be a Benefit Plan if in effect on the date of this Agreement; or

(xiv)enter into any Contract, agreement, commitment or arrangement to do any of the foregoing.

6.05Financial Statements and Reports; Cooperation in IPO Transactions.

(a)As promptly as practicable and in any event no later than forty five (45) days after the end of each fiscal quarter ending after the date hereof and before the Closing Date (other than the fourth quarter) or ninety (90) days after the end of each fiscal year ending after the date hereof and before the Closing Date, as the case may be, the Seller Representative will deliver to Purchaser true and complete copies of (in the case of any such fiscal year) the audited and (in the case of any such fiscal quarter) the unaudited consolidated balance sheet, and the related audited or unaudited consolidated statements of operations, stockholders’ equity and cash flows, of the Company and its consolidated Subsidiaries, in each case as of and for the fiscal year then ended or as of and for each such fiscal quarter and the portion of the fiscal year then ended, as the case may be, together with the notes, if any, relating thereto, which financial statements shall be prepared on a basis consistent with the Audited Financial Statements.

(b)As promptly as practicable, the Seller Representative will deliver to Purchaser true and complete copies of such other regularly-prepared financial statements, reports and analyses as may be prepared or received by Sellers, the Company or any Subsidiary relating to the business or operations of the Company or any Subsidiary.

(c)Sellers shall cause the Company and the Subsidiaries to provide reasonable cooperation in connection with the IPO Transactions, including by:

(i)assisting in the preparation for and participation by executives with appropriate seniority and expertise in meetings, drafting sessions, presentations, road shows and due diligence sessions (including accounting due diligence sessions) and sessions with prospective investors in connection with the IPO Transaction;

(ii)furnishing Purchaser and the Underwriters as promptly as practicable with financial and other pertinent information regarding the Company and the Subsidiaries as may be reasonably requested by Purchaser or the Underwriters to consummate the IPO Transactions and that is customary to be included in a prospectus relating to the IPO Transactions;

(iii)using reasonable best efforts to obtain accountants’ consent letters (including consents of accountants for use of their reports in any materials relating

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to the IPO Transactions), legal opinions, surveys, title insurance and landlord estoppel letters as reasonably requested by Purchaser in connection with the IPO Transactions;

(iv)arranging for customary payoff letters, lien terminations and instruments of discharge to be delivered at Closing providing for the payoff, discharge and termination on the Closing Date of all Indebtedness contemplated by any such debt financing to be paid off, discharged and terminated on the Closing Date; and

(v)using reasonable best efforts to take all other actions necessary or desirable in connection with the IPO Transactions.

6.06Certain Restrictions.  Sellers will cause the Company and the Subsidiaries to refrain from violating, breaching or defaulting under in any material respect, or taking or failing to take any action that (with or without notice or lapse of time or both) would constitute a material violation or breach of, or default under, any term or provision of any License, including any Gaming License, held or used by the Company or any Subsidiary or any Contract to which the Company or any Subsidiary is a party or by which any of their respective Assets and Properties is bound.

6.07Books and Records.  On the Closing Date, Sellers will deliver or make available to Purchaser at the offices of the Company and the Subsidiaries all of the Books and Records, and if at any time after the Closing Sellers discover in their possession or under their control any other Books and Records, they will forthwith deliver such Books and Records to Purchaser.

6.08Notice and Cure.  The Seller Representative will notify Purchaser in writing (where appropriate, through updates to the Disclosure Schedule) of, and contemporaneously will provide Purchaser with true and complete copies of any and all information or documents relating to, and will use all reasonable best efforts to cure before the Closing, any event, transaction or circumstance, as soon as practicable after it becomes Known to Sellers, occurring after the date of this Agreement that causes or may reasonably be expected to cause any covenant or agreement of Sellers under this Agreement to be breached or that renders or may reasonably be expected to render untrue any representation or warranty of Sellers contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance.  No notice given pursuant to this Section, including any updates on the Disclosure Schedules, shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein or shall in any way limit Purchaser’s right to seek indemnity under Article XII.

6.09Satisfaction of Conditions.  Sellers will, and will cause the Company and each Subsidiary to (a) execute and deliver at the Closing each agreement, certificate, instrument or other document that Sellers, the Company or Subsidiary, as applicable, is required hereby to execute and deliver as a condition to the Closing and (b) use reasonable best efforts and proceed diligently and in good faith to satisfy each condition to the obligations of Purchaser contained in this Agreement and will not, and will not permit the Company or any

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Subsidiary to, take or fail to take any action that could reasonably be expected to result in the nonfulfillment of any such condition.

6.10Affiliate Agreements.  Except as set forth in Section 6.10 of the Disclosure Schedule, the Sellers shall cause all Affiliate Agreements to be terminated effective as of the Closing, without any further right, obligation or liability of any Person thereunder.

6.11Certification regarding Indemnification Claims.  On the date that is thirty (30) days immediately preceding each of the first and second anniversaries of the Closing Date (or, if such day is not a Business Day, on the immediately succeeding Business Day), each Seller shall deliver to Purchaser a certificate from such Seller (certified by such Seller and an executive officer of the Company), in the form attached hereto as Exhibit E (each a “Seller Certificate”), confirming that, except as expressly set forth in reasonable detail in such certificate, (a) no circumstances exist or events have occurred that constitute or may constitute a breach with respect to any representation or warranty set forth in Articles III or IV that is then surviving in accordance with the terms of this Agreement, and (b) there is no basis for any right to indemnification by any Purchaser Indemnified Party under Article XII.  Absent a determination by the Committee in accordance with Sections 2.09 and 12.02(c) that any disclosures on the Seller Certificates give rise to a right to indemnification by a Purchaser Indemnified Party under Article XII, such disclosures shall not, in and of themselves, constitute an admission by Sellers that any such right to indemnification exists.  Promptly upon receipt of each Seller Certificate, Purchaser shall provide a copy thereof to each member of the Board of Managers of Purchaser.

6.12Pre-Roadshow Bring Down.  On the third Business Day immediately preceding commencement of the “roadshow” to be conducted for purposes of the IPO Transactions, each Seller shall deliver to Purchaser a certificate from such Seller (certified by such Seller and an executive officer of the Company), in the form attached hereto as Exhibit F (each a “Pre-Roadshow Bring Down Certificate”), confirming that, except as expressly set forth in reasonable detail in such certificate, (a) each representation or warranty made by such Seller or made by the Company in this Agreement is true on and as of such Business Day, as though such representation or warranty was made on and as of such Business Day, and (b) no circumstances exist or events have occurred that could reasonably be expected to result in the failure of any condition set forth in Article VIII to be satisfied at Closing (the certifications in clauses (a) and (b), being the “Preliminary Confirmations”).  Promptly upon receipt of each Seller Certificate, Purchaser shall provide a copy thereof to each director of Purchaser.

ARTICLE VII
COVENANTS OF PURCHASER

Purchaser covenants and agrees with Sellers that, at all times from and after the date hereof until the Closing, Purchaser will comply with all covenants and provisions of this Article VII, except to the extent Sellers may otherwise consent in writing.

7.01Regulatory, Gaming and Other Approvals.  Purchaser will as promptly as practicable (a) use reasonable best efforts to obtain all consents, approvals or actions

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of, make all filings with and give all notices to Governmental or Regulatory Authorities, including Gaming Authorities, or any other Person required of Purchaser to consummate the transactions contemplated hereby, including without limitation those described in Sections 4.03 and 4.04 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities, including Gaming Authorities, or other Persons as Sellers or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Sellers, the Company and the Subsidiaries in connection with the performance of their obligations under Sections 5.01 and 4.02.  Purchaser will provide prompt notification to the Seller Representative when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise the Seller Representative of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority, including Gaming Authorities, or other Person regarding any of the transactions contemplated by this Agreement.

7.02HSR Filings.  Purchaser will (i) take promptly all actions necessary to make the filings required of Purchaser or its Affiliates under the HSR Act, (ii) comply at the earliest practicable date with any request for additional information received by Purchaser or its Affiliates from the Federal Trade Commission or the Antitrust Division of the Department of Justice pursuant to the HSR Act and (iii) cooperate with Sellers in connection with Sellers’ filing under the HSR Act and in connection with resolving any investigation or other regulatory inquiry concerning the transactions contemplated by this Agreement commenced by either the Federal Trade Commission or the Antitrust Division of the Department of Justice or state attorneys general.

7.03Governmental or Regulatory Authorities.  Notwithstanding anything to the contrary in Section 7.01 or 7.02, Purchaser shall not be required to (a) defend or contest any Actions or Proceedings by any Governmental or Regulatory Authority, (b) take any action to have vacated, lifted, reversed or overturned any Order of any Governmental or Regulatory Authority, (c) otherwise participate in any Action by any Governmental or Regulatory Authority or other Person commenced or threatened to be commenced which questions the validity or legality of the transactions contemplated hereby, (d) divest or transfer any assets, (e) discontinue any operations, (f) hold separate any assets or operations, (g) make any commitment regarding future operations, or (h) license or otherwise make available any Intellectual Property.

7.04Indemnification and Insurance of Officers and Managers.

(a)Purchaser agrees that, for a period of six (6) years after the Closing, Purchaser will not, and will not permit the Company or any of its Subsidiaries to, amend, repeal or otherwise modify any provision in the their respective limited liability company agreements in any manner that would materially adversely affect the rights to indemnification, liability limitation or exculpation thereunder of individuals who, as of the date hereof and prior to the Closing Date, were managers, officers, employees or agents of the Company or any Subsidiary, unless such modification is required by applicable law.

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(b)The managers, officers, employees and agents of the Company and the Subsidiaries entitled to the indemnification, liability limitation or exculpation set forth in this Section 7.04 are intended to be third party beneficiaries of this Section 7.04.  This Section 7.04 shall survive the consummation of the transactions contemplated by this Agreement and shall be binding on all successors and assigns of Sellers and Purchaser.

(c)Purchaser shall maintain for a period of six (6) years after the Closing an officers’ and directors’ liability insurance policy in respect of acts or omissions that occurred prior to or at the Closing and covering each person currently covered by the Company’s officers’ and directors’ liability insurance policies on terms with respect to coverage and amount not materially less favorable than those of such policy in effect on the date of this Agreement.

7.05Notice and Cure.  Purchaser will notify the Seller Representative in writing of, and, to the extent not prohibited pursuant to confidentiality or other agreements, contemporaneously will provide the Seller Representative with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable efforts to cure before the Closing, any event, transaction or circumstance, as soon as practicable after it becomes known to Purchaser, occurring after the date of this Agreement that causes or will cause any covenant or agreement of Purchaser under this Agreement to be breached or that renders or will render untrue any representation or warranty of Purchaser contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance.  No notice given pursuant to this Section shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein or shall in any way limit Sellers’ right to seek indemnity under Article XII.

7.06Satisfaction of Conditions.  Purchaser will use reasonable best efforts and proceed diligently and in good faith to satisfy each condition to the obligations of Sellers contained in this Agreement and will not take or fail to take any action that could reasonably be expected to result in the nonfulfillment of any such condition.

7.07Employee Matters.

(a)From and after the Closing, Purchaser shall, or shall cause its applicable Subsidiary (including the Company) to, honor all Benefit Plans (other than the Zuffa LLC 401(k) Profit Sharing Plan and Trust (the “Zuffa 401(k) Plan”)) in accordance with their terms as in effect immediately prior to the Closing.  For a period of one year following Closing (or, if earlier, the date of termination of the relevant employee), Purchaser shall, or shall cause its Subsidiaries (including the Company) to, provide each employee of the Company or its Subsidiaries as of immediately prior to the Closing (the “Company Employees”) with (i) base compensation and annual cash bonus opportunities that, in each case, are not less than the base compensation and annual cash bonus opportunities that were provided to the applicable Company Employee immediately prior to the Closing, and (ii) all other compensation and employee benefits (excluding any equity-based compensation, which shall be determined by Purchaser’s Board of Managers in its sole discretion) that are not less favorable in the aggregate than the other compensation and employee benefits that were provided to the applicable Company Employee immediately prior to the Closing.

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(b)For all purposes (including for purposes of vesting, eligibility to participate and level of benefits) under the compensation and benefit plans, programs, policies, contracts, agreements and arrangements of Purchaser and its Subsidiaries (including the Company) providing compensation or benefits to any Company Employees after the Closing (the “New Plans”), each Company Employee shall be credited with his or her years of service with the Company and its Subsidiaries and their respective predecessors before the Closing, to the same extent as such Company Employee was entitled, before the Closing, to credit for such service under any similar Benefit Plan in which such Company Employee participated or was eligible to participate immediately prior to the Closing; provided that the foregoing shall not apply with respect to benefit accrual under any defined benefit pension plan or to the extent that its application would result in a duplication of benefits with respect to the same period of service.  In addition, and without limiting the generality of the foregoing, (i) each Company Employee and his or her eligible dependents and domestic partners shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Benefit Plan in which such Company Employee participated immediately before the Closing (such plans, collectively, the “Old Plans”), and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Purchaser shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of the Company or its Subsidiaries in which such employee participated immediately prior to the Closing, and Purchaser shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plans ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan.

(c)Prior to the Closing Date, Purchaser shall ensure that any defined contribution plans in which Company Employees shall be eligible to participate after the Closing that is or are tax-qualified under applicable provisions of the Code will accept eligible rollover distributions of the account balances of Company Employees (in cash and, in the form of a direct rollover, loan notes, if any, evidencing loans to such Company Employees as of the date of distribution) from the Zuffa 401(k) Plan.  Sellers shall take all actions necessary to ensure that the Zuffa 401(k) Plan allows Company Employees to rollover distributions of the account balances of the Company Employees (in cash and in loan notes, if any, evidencing loans to such Company Employees as of the date of distribution).

(d)Nothing in this Section 7.07 or any other provision of this Agreement shall (i) confer upon any Company Employee or any other Person any right to continue in the employ or service of Sellers, Purchaser, the Company or any of their respective Affiliates, or shall interfere with or restrict in any way the rights of Sellers, Purchaser, the Company or any of their respective Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Company Employee or any other Person at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between Sellers, Purchaser, the Company or any of their respective Affiliates, and the applicable

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Person; (ii) be construed to establish, amend, or modify any compensation or benefit plan, program, agreement, contract, policy or arrangement; or (iii) limit the ability of Sellers, Purchaser, the Company or any of their respective Affiliates to amend, modify or terminate in accordance with its terms any compensation or benefit plan, program, agreement, contract, policy or arrangement at any time adopted, assumed, established, sponsored or maintained by any of them.  Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 7.07 shall create any third-party rights in any Person, including any current or former director, officer, employee or other service provider of Sellers, Purchaser, the Company or any of their respective Affiliates, or any participant in any Benefit Plan or other compensation or benefit plan, program, agreement, contract, policy or arrangement (or any beneficiaries or dependents thereof).

(e)Immediately prior to the Closing Date, each employee who is a participant in the Company’s annual performance incentive plan or other bonus plan or agreement shall be paid by the Company (less applicable withholdings) a pro-rata portion of the employee’s (i) annual bonus awarded for the fiscal year in which the Closing Date occurs and (ii) any other bonus as determined by the Company, the performance period of which spans one or more years including the fiscal year in which the Closing Date occurs, based on the number of days elapsed in such fiscal year as of the Closing Date in the case of an annual performance bonus, or the number of days elapsed in the performance period prior to the Closing Date in the case of a multi-year arrangement.  Any such payments and the related obligation allocable to the pre-Closing period shall not be a Liability of the Company following the Closing Date.

(f)Notwithstanding anything to the contrary in this Section 7.07, in no event shall the execution or performance of, or the exercise of any rights under, any employment agreement entered into in accordance with Sections 8.08 and 9.08 hereof constitute, or result in, a breach of this Section 7.07.

ARTICLE VIII
CONDITIONS TO OBLIGATIONS OF PURCHASER

The obligations of Purchaser hereunder to effect the Closing are subject to the satisfaction, at or before the Closing, of each of the following conditions (all or any of which may, to the extent permitted by Law, be waived in writing in whole or in part by Purchaser in its sole discretion except for the condition set forth in Section 8.06(b) which may not be waived by any party hereto):

8.01Representations and Warranties.  Each of the Company/Seller Fundamental Representations shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date as though such representation or warranty was made on and as of the Closing Date.  Each other representation or warranty made by the Company or any or all of the Sellers in this Agreement (other than those made as of a specified date earlier than the Closing Date) shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date as though such representation or warranty was made on and as of the Closing Date, and any representation or warranty made as of a specified date earlier than the Closing Date shall have been true and correct in all material respects on and as of such earlier date; provided that to the extent that any representation or warranty is qualified as to materiality

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or Company Material Adverse Effect pursuant to the terms of such representation or warranty, such representation or warranty shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date as though such representation or warranty was made on and as of the Closing Date unless such representation or warranty was made as of a specified date earlier than the Closing Date in which case such representation shall be true and correct in all respects on and as of such earlier date.

8.02Performance.  Sellers shall have performed and complied with, in all material respects, each agreement, covenant and obligation required by this Agreement to be so performed or complied with by Sellers at or before the Closing.

8.03Seller Deliverables.  Sellers shall have delivered to Purchaser:

(a)a statement setting forth the aggregate amount of the Closing Indebtedness, along with applicable wire transfer instructions;

(b)the Payoff Letters;

(c)a certificate from each Seller (certified by such Seller and an executive officer of the Company), dated the Closing Date, substantially in the form and to the effect of Exhibit B hereto;

(d)a copy of a good standing certificate with respect to the Company and each Subsidiary from the secretary of state of the state under whose laws the applicable entity was formed, in each case as of a date not earlier than ten Business Days prior to the Closing Date; and

(e)written resignations effective as of the Closing, in a form reasonably acceptable to Purchaser, of each officer and each director of the Company or any Subsidiary, other than those officers and directors set forth on Section 8.03(d) of the Disclosure Schedule.

8.04Orders and Laws.  There shall not be in effect on the Closing Date any Order or Law, including any Gaming Laws, restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or which could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement to Purchaser, and there shall not be pending on the Closing Date any Action or Proceeding in, before or by any Governmental or Regulatory Authority which could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability to Purchaser, the Company, any Subsidiary or the transactions contemplated by this Agreement of any such Law.

8.05Regulatory Consents and Approvals.  All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority, including any Gaming Authority, necessary to permit Purchaser and Sellers to perform their obligations under this Agreement and to consummate the transactions contemplated hereby (a) shall have been duly obtained, made or given, (b) shall be in form and substance reasonably satisfactory to Purchaser, (c) shall not be subject to the satisfaction of any condition that has not been satisfied or waived and (d) shall be in full force and effect, and all terminations or expirations of waiting

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periods imposed by any Governmental or Regulatory Authority necessary for the consummation of the transactions contemplated by this Agreement, including under the HSR Act, shall have occurred.

8.06Third Party Consents.

(a)Sellers shall have obtained and delivered to Purchaser all consents (or in lieu thereof waivers) listed on Schedule 8.06 attached hereto to the performance by Purchaser and Sellers of their obligations under this Agreement or to the consummation of the transactions contemplated hereby.  Such consents (or in lieu thereof waivers) (i) shall be in form and substance reasonably satisfactory to Purchaser, (ii) shall not be subject to the satisfaction of any condition that has not been satisfied or waived and (iii) shall be in full force and effect.

(b)The Lender Directors’ Consent shall have been obtained.

8.07IPO Transactions.  The IPO Transactions shall have been consummated and Purchaser or its Affiliates shall have entered into the ancillary agreements described in the prospectus therefor, in each case in form and substance satisfactory to Purchaser.

8.08Availability of Funds.  Purchaser or its Affiliates shall have funds available (including the availability of financing on terms reasonably satisfactory to Purchaser) in an amount at least equal to the sum of the Purchase Price, the amount of Closing Indebtedness and the expenses of Purchaser incurred in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

8.09Availability of Specified Executives.  None of the Specified Executives shall have resigned from his employment or provided the Company or Purchaser or any of their Affiliates with verbal or written notice of his intention to resign.

ARTICLE IX
CONDITIONS TO OBLIGATIONS OF SELLERS

The obligations of Sellers hereunder to effect the Closing are subject to the satisfaction, at or before the Closing, of each of the following conditions (all or any of which may, to the extent permitted by Law, be waived in writing in whole or in part by Seller Representative on behalf of Sellers in his sole discretion, except for the condition set forth in Section 9.06(b) which may not be waived by any party hereto):

9.01Representations and Warranties.  Each of the Purchaser Fundamental Representations shall be true in all respects on and as of the date hereof and on and as of the Closing Date as though such representation or warranty was made on and as of the Closing Date.  Each other representations and warranties made by Purchaser in this Agreement (other than those made as of a specified date earlier than the Closing Date) shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date as though such representation or warranty was made on and as of the Closing Date and any representation or warranty made as of a specified date earlier than the Closing Date shall have been true and correct in all material respects as of such date; provided that to the extent that any representation or warranty is qualified as to materiality pursuant to the terms of such

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representation or warranty, such representation or warranty shall be true and correct in all respects as of the Closing Date unless such representation or warranty was made as of a specified date earlier that the Closing Date in which case such representation shall be true and correct in all respects on and as of such earlier date.

9.02Performance.  Purchaser shall have performed and complied with, in all material respects, each agreement, covenant and obligation required by this Agreement to be so performed or complied with by Purchaser at or before the Closing.

9.03Officers’ Certificates.  Purchaser shall have delivered to Sellers a certificate, dated the Closing Date and executed in the name and on behalf of Purchaser by the Chairman of the Board, the President or any Executive or Senior Vice President of Purchaser, substantially in the form and to the effect of Exhibit C hereto, and a certificate, dated the Closing Date and executed by the Secretary or any Assistant Secretary of Purchaser, substantially in the form and to the effect of Exhibit D hereto.

9.04Orders and Laws.  There shall not be in effect on the Closing Date any Order or Law, including any Gaming Laws, that became effective after the date of this Agreement restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement.

9.05Regulatory Consents and Approvals.  All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority, including any Gaming Authority, necessary to permit Sellers and Purchaser to perform their obligations under this Agreement and to consummate the transactions contemplated hereby (a) shall have been duly obtained, made or given, (b) shall not be subject to the satisfaction of any condition that has not been satisfied or waived and (c) shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any Governmental or Regulatory Authority necessary for the consummation of the transactions contemplated by this Agreement, including under the HSR Act, shall have occurred.

9.06Third Party Consents.

(a)All consents (or in lieu thereof waivers) to the performance by Sellers of their obligations hereunder and to the consummation of the transactions contemplated hereby as are required under the Contracts listed in Section 8.06 of the Disclosure Schedule (i) shall have been obtained, (ii) shall not be subject to the satisfaction of any condition that has not been satisfied or waived and (iii) shall be in full force and effect.

(b)The Lender Directors’ Consent shall have been obtained.

9.07IPO Transactions.  The IPO Transactions shall have been consummated and Purchaser or its Affiliates shall have entered into the ancillary agreements described in the prospectus therefor, in each case in form and substance satisfactory to Sellers.

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ARTICLE X
TAX MATTERS

10.01Tax Indemnity.  Sellers hereby agree, jointly and severally, to be liable for and to indemnify Purchaser from and against (a) all Taxes of the Company and each Subsidiary (or any predecessor thereof) for any Pre-Closing Tax Period (determined as provided in Section 10.02); and (b) all Transfer Taxes for which Sellers are responsible pursuant to Section 10.05.

10.02Allocations; Straddle Periods.  In the case of any Taxes other than property and ad valorem Taxes, obligations shall be allocated to the Pre-Closing Tax Period or the Post-Closing Tax Period, as applicable, by assuming that the Pre-Closing Tax Period and the Post-Closing Tax Period consisted of two (2) taxable years or periods, one of which ended at the close of the Closing Date and the other of which began at the beginning of the day following the Closing Date and items of income, gain, deduction, loss or credit shall be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books were closed at the close of the Closing Date.  In the case of any property or ad valorem Taxes, obligations shall be allocated to the Pre-Closing Tax Period and the Post-Closing Tax Period based upon a fraction, the numerator of which is the number of calendar days in the period ending on the close of the Closing Date, in the case of an allocation to a Pre-Closing Tax Period, or the number of calendar days in the period beginning the day following the Closing Date and ending on the last day of the period, in the case of an allocation to a Post-Closing Tax Period, and in each case the denominator of which is the number of calendar days in the entire period.

10.03Tax Returns.

(a)Sellers shall, at the sole cost and expense of the Sellers, prepare (or cause to be prepared) all Tax Returns of the Company and the Subsidiaries, including IRS Form 1065, for each taxable year that ends on or prior to the Closing Date (each a “Seller Prepared Return”).  Each Seller Prepared Return shall be prepared in accordance with the past practices and customs of the Company and the Subsidiaries except as otherwise required by Law.  Subject to the Seller Representative’s prior written consent, neither the Company nor any Subsidiary shall amend or file any Tax Return, or make any retroactive Tax election, relating to any tax period ending on or before the Closing Date.

(b)Purchaser shall, at the sole cost and expense of Purchaser, prepare (or cause to be prepared) all Tax Returns of the Company and each Subsidiary for each Straddle Period (each, a “Shared Return”).  Each Shared Return shall be prepared on a basis consistent with past practices and customs of each Company and Subsidiary and shall be delivered to the Seller Representative, for the review and approval of the Seller Representative, at least ten (10) days prior to the due date for such Tax Return (including any applicable extensions).  The Purchaser shall cause the Shared Return to incorporate any changes reasonably requested by the Seller Representative that are consistent with the past practices and customs of the Company and each Subsidiary, as applicable. The Seller Representative and the Purchaser shall attempt in good faith to resolve any disagreements regarding the Shared Returns subject to the dispute resolution procedures of Section 10.08.  In no event shall the provision of comments by the Seller Representative prevent the Purchaser from timely filing any Shared Return, subject to

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amendment to reflect the resolution when rendered by the Arbitrating Accountants.  Any Pre-Closing Tax Obligations owed by Sellers on a Shared Return shall be paid by Sellers to Purchaser by the due date of such Shared Return.

10.04Cooperation.  After the Closing Date, Sellers and Purchaser shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the preparation of all Tax Returns pursuant to this Article X, in connection with any Tax investigation, audit or other proceeding and any other matters relating to Taxes.  Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to any such Tax Return, investigation, audit or other proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

10.05Transfer Taxes.  Each of Purchaser, on the one hand, and Sellers, jointly and severally, on the other hand, shall pay 50% of all sales, use, transfer, real property transfer, recording, gains, stock transfer and other similar taxes and fees (“Transfer Taxes”) arising out of or in connection with the transactions effected pursuant to this Agreement. Purchaser shall file all necessary documentation and Tax Returns with respect to such Transfer Taxes, and Sellers shall cooperate in the preparation and filing of such Tax Returns, including by joining in the execution of any such Tax Return and/or providing documentation required to establish an exemption from Transfer Taxes as required or allowed by law.

10.06Tax Refunds.  Any Tax refunds that are received by Purchaser, the Company or any Subsidiary, and any amounts credited against Taxes to which Purchaser, the Company or any Subsidiary becomes entitled, in each case that relate to any Pre-Closing Tax Period, shall be for the account of Sellers and shall be forwarded by Purchaser to Sellers promptly following receipt, but in no event later than fifteen (15) days after receipt or entitlement thereto, provided, however, that Sellers shall not be entitled to any refund that is attributable to the carryback of losses arising in or attributable to a Post-Closing Tax Period.

10.07Tax Audits.

(a)If notice of any judicial, administrative or arbitral actions, suits, mediation, investigation, inquiry, proceedings or claims (including counterclaims) by or before any Governmental or Regulatory Authority with respect to Taxes of the Company or any Subsidiary (a “Tax Claim”) shall be received by any party for which another party would be liable pursuant to this Article X, the notified party shall notify such other parties in writing of such Tax Claim.

(b)The Seller Representative may elect, within 30 days of receiving such notice, to direct any Tax Claim, at Sellers expense, that relates solely to a Pre-Closing Tax Period (a “Seller Tax Contest”) and to employ counsel of its choice; provided, however, that Purchaser shall have the right, at its expense, to consult with the Seller Representative regarding such Seller Tax Contest.  Purchaser, at its expense, shall have the right to control all other Tax Claims (each a “Purchaser’s Tax Contest”); provided, however, that the Seller Representative shall have the right, at its expense, to consult with Purchaser regarding a Purchaser’s Tax Contest if Sellers would be liable for a portion of the Taxes that may result from the Purchaser’s Tax Contest; and provided, further, that Purchaser may not agree to settle any such Purchaser’s Tax Contest

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without the Seller Representative’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, unless the Purchaser agrees to assume and become liable for all Taxes resulting from the Purchaser’s Tax Contest.  In the event of a conflict between the provisions of this Section 10.07, on the one hand, and the provisions of Section 12.02, on the other, the provisions of this Section 10.07 shall control.

10.08Disputes.  Notwithstanding the terms and conditions of Section 14.14, any dispute as to any matter covered under this Article X (a “Tax Dispute”) shall be resolved through binding arbitration administered by tax experts of the Arbitrating Accountants.  The place of the arbitration shall be Las Vegas, Nevada and the arbitration shall be conducted in the English language.  The Arbitrating Accountants shall be instructed to resolve the Tax Dispute and such resolution shall be (A) set forth in writing and signed by the Arbitrating Accountants, (B) delivered to each party involved in the Tax Dispute as soon as practicable after the Tax Dispute is submitted to the Arbitrating Accountants but no later than the fifteenth (15th) day after the Arbitrating Accountants are instructed to resolve the Tax Dispute, (C) made in accordance with this Agreement, and (D) final, binding and conclusive on the parties involved in the Tax Dispute on the date of delivery of such resolution.  The Arbitrating Accountants shall only be authorized on any one issue to decide in favor of and choose the position of either of the parties involved in the Tax Dispute or to decide upon a compromise position between the ranges presented by the Parties to the Arbitrating Accountants.  The Arbitrating Accountants shall base their decision solely upon the presentations of the parties to the Arbitrating Accountants at a hearing held before the Arbitrating Accountants and upon any materials made available by either party and not upon independent review.  The fees and expenses of the Arbitrating Accountants shall be borne by Purchaser, on the one hand, and Sellers, on the other hand, in accordance with the principles set forth in the last two sentences of Section 2.04(d).  Purchaser and Sellers shall keep the decision of the Arbitrating Accountants confidential, except to the extent required by Law or pursuant to disclosure of Tax Returns.

10.09Purchase Price Adjustment.  For federal, state and local Tax purposes, any payments made under this Article X shall be treated by the Purchaser and Sellers as an adjustment to the Purchase Price except as otherwise required by applicable Law or pursuant to a good faith resolution of a Tax Claim.

ARTICLE XI
SURVIVAL OF REPRESENTATIONS, WARRANTIES,
COVENANTS AND AGREEMENTS

11.01Survival of Representations, Warranties, Covenants and Agreements.  Notwithstanding any right of Purchaser (whether or not exercised) to investigate the affairs of the Company and the Subsidiaries or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement, Sellers and Purchaser have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement.  Except as provided in the following sentence, each of the representations and warranties contained in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing until the later of (x) the date that is twelve (12) months after the Closing and (y) the date that is thirty (30) days after Purchaser’s receipt of the report by its external auditors

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on the audited balance sheets of Purchaser and its consolidated subsidiaries (including the Company and the Subsidiaries) and the related audited consolidated statements of operations, members’ equity and cash flow with respect to the year ended December 31, 2016.  Notwithstanding the foregoing, the representations, warranties, covenants and agreements of Sellers and Purchaser contained in this Agreement will survive the Closing (a) until the date that is eighteen (18) months after the Closing with respect to the representations and warranties contained in Section 3.12; (b) indefinitely with respect to (i) the representations and warranties contained in (A) Sections 3.02, 3.03, 3.05(b), 3.23, 4.02, 4.03, 4.04(b) (the “Company/Seller Fundamental Representations”) and (B) Sections 5.02 and 5.07 (the “Purchaser Fundamental Representations”) and (ii) the covenants and agreements contained in Sections 2.06 and 14.04; (c) until sixty (60) days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to matters covered by Sections 3.09 and Article X; (d) for six (6) months in the case of any covenant or agreement to be performed in whole or in part on or prior to the Closing; or (e) with respect to each other covenant or agreement contained in this Agreement, until sixty (60) days following the last date on which such covenant or agreement is to be performed or, if no such date is specified, indefinitely; provided that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (a), (c), (d) or (e) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article XII on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article XII.  Following the expiration of a representation, warranty, covenant or agreement as set forth above, no Action or Proceeding may be initiated by any Purchaser Indemnified Party or Seller Indemnified Party with respect thereto, regardless of any statute of limitations period that would otherwise apply.

ARTICLE XII
INDEMNIFICATION

12.01Indemnification.

(a)Subject to paragraphs (c) of this Section 12.01 and the other Sections of this Article XII,

(i)each Seller shall indemnify the Purchaser Indemnified Parties in respect of, and hold each of them harmless from and against, any and all Losses suffered, incurred or sustained by any of them or to which any of them becomes subject, whether or not involving a third-party claim, directly or indirectly resulting from, arising out of or relating to any breach of any representation or warranty made by such Seller; and

(ii)Sellers shall, jointly and severally, indemnify the Purchaser Indemnified Parties in respect of, and hold each of them harmless from and against, any and all Losses suffered, incurred or sustained by any of them or to which any of them becomes subject, whether or not involving a third-party claim, directly or indirectly resulting from, arising out of or relating to (A) any breach of any representation or warranty made by the Company in this Agreement, (B) nonfulfillment of or failure to perform any covenant or agreement on the part of Sellers contained in this Agreement, (C) the Excluded Assets, including all obligations and liabilities related thereto or (D) the matters set forth in Section 3.08 of the Disclosure Schedule.

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(b)Subject to the other Sections of this Article XII, Purchaser shall indemnify the Seller Indemnified Parties in respect of, and hold each of them harmless from and against, any and all Losses suffered, incurred or sustained by any of them or to which any of them becomes subject, resulting from, arising out of or relating to (i) any breach of representation or warranty made by Purchaser in this Agreement or (ii) nonfulfillment of or failure to perform any covenant or agreement on the part of Purchaser contained in this Agreement.

(c)Notwithstanding anything to the contrary in this Section 12.01, Sellers shall have no obligation to indemnify any Purchaser Indemnified Parties pursuant to Section 12.01(a)(ii)(A) (i) unless and until such time as the aggregate amount of all Losses suffered by, imposed on or incurred by the Purchaser Indemnified Parties exceeds an amount equal to Four Million Dollars ($4,000,000) (the “Threshold”), and then only for such excess, or (ii) for any claim or series of related claims for which the Losses aggregate less than One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”) (provided, if such Losses do aggregate to or exceed such amount, the Purchaser Indemnified Parties shall be entitled to indemnification for the entire aggregate amount of such Losses, irrespective of the Basket but subject to the Threshold); provided, however, that (A) neither the Threshold nor the Basket shall apply to Losses arising from any breach of any Company/Seller Fundamental Representation or of any of those representations and warranties set forth in Section 3.08 or 3.09 or in the case of fraud or criminal or willful misconduct, (B) the cumulative aggregate indemnity obligations of Sellers under Section 12.01(a)(ii)(A) with respect to representations and warranties other than (x) the Company/Seller Fundamental Representations, (y) any representations and warranties set forth in Section 3.08 or 3.09, or (z) in the case of fraud or criminal or willful misconduct shall in no event exceed Forty Six Million Dollars ($46,000,000), and (C) the cumulative aggregate indemnity obligations of Sellers under Section 12.01(a)(i) or 12.01(a)(ii)(A) with respect to the Company/Seller Fundamental Representations or any representations and warranties set forth in Section 3.08 or 3.09 shall in no event exceed the Purchase Price (determined without regard to Section 12.04), other than in the case of fraud or criminal or willful misconduct.

(d)The indemnification obligation of any particular Seller for Losses arising under Section 12.01(a)(i) or 12.01(a)(ii)(A) shall not, other than in the case of fraud or criminal or willful misconduct of such Seller, exceed such Seller’s allocable portion of the Purchase Price.  The indemnification obligation of any Purchaser for Losses arising under Section 12.01(b)(i) shall not, other than in the case of fraud or criminal or willful misconduct of Purchaser, exceed the Purchase Price (determined without regard to Section 12.04).

(e)No Seller shall have, and no Seller shall exercise or assert (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any Subsidiary in connection with any indemnification obligation to which such Seller may become subject pursuant to this Agreement.  From and after the Closing Date, Sellers hereby irrevocably waive and release the Company and each Subsidiary from any such right of contribution, reimbursement, subrogation or indemnity.

(f)For purposes of determining the occurrence of a breach of a representation or warranty or the amount of any Losses under this Section 12.01, any materiality qualifiers (including Company Material Adverse Effect), or monetary thresholds to similar effect contained

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in the applicable representation and warranty shall be deemed to be deleted and shall be given no force or effect.

12.02Method of Asserting Claims.  All claims for indemnification by any Indemnified Party under Section 12.01 will be asserted and resolved as follows:

(a)In the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 12.01 is asserted against or sought to be collected from such Indemnified Party by a Person other than Sellers or any Affiliate of Sellers or of Purchaser (a “Third Party Claim”), the Indemnified Party shall deliver a Claim Notice with reasonable promptness to the Indemnifying Party.  If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party’s ability to defend has been irreparably prejudiced by such failure of the Indemnified Party.  The Indemnifying Party will notify the Indemnified Party as soon as practicable whether the Indemnifying Party disputes its liability to the Indemnified Party under Section 12.01 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim.  The Indemnifying Party will be entitled to participate in such Third Party Claim and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Third Party Claim and the Indemnified Party determines in good faith that joint representation would be inappropriate, or (ii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Third Party Claim and provide indemnification with respect to such Third Party Claim), to assume the defense of such Third Party Claim with counsel satisfactory to the Indemnified Party and, after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Third Party Claim, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under Section 12.01 for any fees of other counsel or any other expenses with respect to the defense of such Third Party Claim, in each case subsequently incurred by the Indemnified Party in connection with the defense of such Third Party Claim.  The Indemnifying Party will have fifteen (15) days from receipt of a notice of a Third Party Claim from an Indemnified Party to assume the defense thereof.  The Indemnifying Party shall keep the Indemnified Party reasonably informed of the status of defense.

(b)Subject to Section 12.02(c), in the event any Indemnified Party should have a claim under Section 12.01 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party.  The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that an Indemnifying Party demonstrates that it has been irreparably prejudiced thereby.  If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified Party within thirty (30) days following receipt of such Indemnity Notice whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss arising from the claim specified in such Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Section 12.01 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand following the final determination thereof.  If the Indemnifying Party has timely disputed its liability with respect to such claim, the

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Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute.

(c)Notwithstanding anything in Section 12.02(b) to the contrary but without limiting the rights of any Purchaser Indemnified Party under Section 12.02(a) with respect to Third Party Claims, the determination of whether any Purchaser Indemnified Party makes any claim or demand for indemnification under Section 12.01(a)(i) that is based on any disclosures set forth in the Seller Certificates shall be vested exclusively in the Committee.  The Committee shall have sole authority to determine whether any Purchaser Indemnified Party shall assert any such indemnification claim and, in making such determination, may be assisted by independent legal and financial advisors of its choosing, the costs of which shall be borne by Purchaser and shall not be taken into account in determining the amount of indemnifiable Losses, if any.

12.03Release. Effective as of the Closing, each Seller, on behalf of itself and its Affiliates, hereby releases and discharges the Company and each Subsidiary, and each of Representatives of any of the foregoing, from any and all Liabilities arising in respect of any period ending on or prior to the Closing other than any Liabilities (a) arising under this Agreement or (b) in respect of indemnification rights specified in Section 7.04.

12.04Purchase Price Adjustment.  For federal, state and local Tax purposes, any payments made under this Article XII shall be treated by the Purchaser and Sellers as an adjustment to the Purchase Price except as otherwise required by applicable Law or pursuant to the good faith resolution of a Tax Claim.

ARTICLE XIII
TERMINATION

13.01Termination.  This Agreement may be terminated, and the transactions contemplated hereby may be abandoned:

(a)at any time before the Closing, by mutual written agreement of the Seller Representative on behalf of Sellers and Purchaser;

(b)at any time before the Closing, by the Seller Representative on behalf of Sellers or Purchaser, in the event (i) of a material breach hereof by the non-terminating party if such non-terminating party fails to cure such breach within twenty (20) Business Days following notification thereof by the terminating party or (ii) upon notification of the non-terminating party by the terminating party that the satisfaction of any condition to the terminating party’s obligations under this Agreement becomes impossible or impracticable with the use of commercially reasonable efforts if the failure of such condition to be satisfied is not caused by a breach hereof by the terminating party;

(c)at any time before the Closing, by the Seller Representative on behalf of Sellers or by Purchaser, in the event that any Order or Law becomes effective restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement, upon notification of the non-terminating party by the terminating party;

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(d)at any time after May 31, 2016 (the “Termination Date”) by the Seller Representative or Purchaser upon notification of the non-terminating party by the terminating party if the Closing shall not have occurred on or before such date and such failure to consummate is not caused by a breach of this Agreement by the terminating party; provided, that if all of the conditions to Closing shall have been satisfied, shall be capable of being satisfied at such time or would be capable of being satisfied at such time but for the fact that the conditions set forth in Sections 8.05, 8.07 and 9.05 are not satisfied, the Termination Date may be extended by Purchaser or the Seller Representative from time to time by written notice to the other to a date not later than July 31, 2016; or

(e)at any time prior to commencement of the “roadshow” to be conducted for purposes of the IPO Transactions, by Purchaser, in the event that (i) any Seller fails to timely deliver a Pre-Roadshow Bring Down Certificate in accordance with Section 13.03, or (ii) any Pre-Roadshow Bring Down Certificate delivered to Purchaser fails to make the Preliminary Confirmations without qualification thereof or exception thereto.

13.02Effect of Termination.  If this Agreement is validly terminated pursuant to Section 13.01, this Agreement will forthwith become null and void, and there will be no liability or obligation (other than any liabilities or obligations resulting from fraud or criminal or willful misconduct) on the part of Sellers or Purchaser (or any of their respective officers, directors, employees, agents or other representatives or Affiliates), except that the provisions with respect to expenses in Section 14.04 and confidentiality in Section 14.05 will continue to apply following any such termination.

ARTICLE XIV
MISCELLANEOUS

14.01Notices.  All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given:  (a) on the date of service if served personally on the party to whom notice is to be given; (b) on the day of transmission if sent via facsimile transmission to the facsimile number given below, and telephonic confirmation of receipt is obtained promptly after completion of transmission; (c) on the day after delivery to Federal Express or similar overnight courier or the Express Mail service maintained by the United States Postal Service; or (d) on the fifth day after mailing, if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid and properly addressed, to the party as follows:

If to Purchaser, to:

Station Casinos LLC
1505 South Pavilion Center Drive

Las Vegas, Nevada 89135

Facsimile No.:  702-795-4245
Attention:  General Counsel

with a copy, which shall not constitute notice, to:

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The Special Committee of Station Casinos LLC

c/o Station Casinos LLC

1505 South Pavilion Center Drive

Las Vegas, Nevada 89135

Facsimile No.:  702-795-4245

Attention:  Dr. James Nave

with a copy, which shall not constitute notice, to each Lender Director, in each case at such address as Purchaser or such Lender Director may from time to time specify by notice to Sellers.

If to Sellers, to the Seller Representative:

Frank J. Fertitta III
1505 South Pavilion Center Drive

Las Vegas, Nevada 89135

Facsimile No.:  702-692-3701

with a copy, which shall not constitute notice, to:

Milbank, Tweed, Hadley & McCloy LLP
601 S. Figueroa Street, 30th Floor

Los Angeles, CA 90017
Facsimile No.:  213-892-4733
Attention:  Kenneth J. Baronsky

Any party from time to time may change its address, facsimile number or other information for the purpose of notices to that party by giving notice specifying such change to the other party hereto.

14.02Specific Performance.  The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  Accordingly, the parties agree that, in addition to any other remedies, each party shall be entitled to enforce the terms of this Agreement by a decree of specific performance without the necessity of proving the inadequacy of money damages as a remedy.  Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy.  Each party further agrees that the only permitted objection that it may raise in response to any action for equitable relief is that it contests the existence of a breach or threatened breach of this Agreement.

14.03Entire Agreement.  This Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

14.04Expenses.  Whether or not the transactions contemplated hereby are consummated, Purchaser shall pay its own costs and expenses and shall pay or reimburse

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Sellers for the out-of-pocket fees and expenses incurred in connection with the negotiation, execution and closing of this Agreement and the transactions contemplated hereby; provided, that Purchaser shall not, directly or indirectly, bear, pay or reimburse any fees and expenses or portion thereof in respect of any premium, bonus, success or similar non-standard and non-hourly-based consideration for legal or accounting services.

14.05Public Announcements.  At all times at or before the Closing, Sellers and Purchaser will not, and Sellers will cause the Company not to, issue or make any reports, statements or releases to the public with respect to this Agreement or the transactions contemplated hereby without the consent of the other, which consent shall not be unreasonably withheld; provided, that Purchaser may include a summary description of this Agreement in the prospectus included in the registration statement filed in connection with the IPO Transactions and file a copy of this Agreement with the U.S. Securities and Exchange Commission.  Subject to the foregoing proviso, if either party is unable to obtain the approval of its public report, statement or release from the other party and such report, statement or release is, in the opinion of legal counsel to such party, required by Law in order to discharge such party’s disclosure obligations, then such party may make or issue the legally required report, statement or release and promptly furnish the other party with a copy thereof.  Sellers and Purchaser will also obtain the other party’s prior approval of any press release to be issued immediately following the Closing announcing the consummation of the transactions contemplated by this Agreement.

14.06Confidentiality Each party hereto will hold, and will use its best efforts to cause its Affiliates, and in the case of Purchaser, any Person who has provided, or who is considering providing, financing to Purchaser to finance all or any portion of the Purchase Price or who is providing or considering providing underwriting services in connection with the IPO Transactions, and their respective Representatives to hold, in strict confidence from any Person (other than any such Affiliate, Representative, or Person who has provided, or who is considering providing, financing or underwriting services), unless (i) compelled to disclose by judicial or administrative process (including without limitation in connection with obtaining the necessary approvals of this Agreement and the transactions contemplated hereby of Governmental or Regulatory Authorities) or by other requirements of Law or (ii) disclosed in an Action or Proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party or any of its Affiliates furnished to it by the other party or such other party’s Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (a) previously known by the party receiving such documents or information, (b) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of such receiving party or (c) later acquired by the receiving party from another source if the receiving party is not aware that such source is under an obligation to another party hereto to keep such documents and information confidential; provided that following the Closing the foregoing restrictions will not apply to Purchaser’s use of documents and information concerning the Company and the Subsidiaries furnished by Sellers hereunder.  In the event the transactions contemplated hereby are not consummated, upon the request of the other party, each party hereto will, and will cause its Affiliates, any Person who has provided, or who is considering providing, financing to such party and their respective Representatives to, promptly (and in no event later than five (5) Business Days after such request) redeliver or cause to be redelivered all copies of documents

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and information furnished by the other party in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the party furnished such documents and information or its Representatives.

14.07Waiver.  Any term or condition of this Agreement may be waived at any time by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the party waiving such term or condition.  No waiver by any party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion.  All remedies, either under this Agreement or by Law or otherwise afforded, will be cumulative and not alternative.

14.08Amendment.  This Agreement may be amended, supplemented or modified only by a written instrument duly executed by or on behalf of each party hereto; provided, however, that no amendment or other modification may be made to this Agreement that has the effect of waiving or otherwise altering the overall effect of Sections 8.06(b) or 9.06(b) without the prior written approval of the Lender Directors.

14.09No Third-Party Beneficiary.  The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or permitted assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other Person other than any Person entitled to indemnity under Article XII, except that the Lender Directors shall be third-party beneficiaries with a right of enforcement only of the conditions set forth in Section 8.06(b) and 9.06(b).

14.10No Assignment; Binding Effect.  Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any party hereto without the prior written consent of the other party hereto and any attempt to do so will be void, except (a) for assignments and transfers by operation of Law and (b) that Purchaser may assign any or all of its rights, interests and obligations hereunder (including without limitation its rights under Article XI) to (i) a wholly-owned subsidiary, provided that any such subsidiary agrees in writing to be bound by all of the terms, conditions and provisions contained herein, (ii) any post-Closing purchaser of all of the issued and outstanding membership interests of the Company or a substantial part of its assets or (iii) any financial institution providing purchase money or other financing to Purchaser or the Company from time to time as collateral security for such financing, but no such assignment referred to in clause (i) or (ii) shall relieve Purchaser of its obligations hereunder.  Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties hereto and their respective successors and assigns.

14.11Headings; Schedules.  The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof. Each exception to the any representation or warranty disclosed on one section of the Disclosure Schedule shall constitute an exception to all other applicable representations and warranties

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made in this Agreement requiring disclosure of such exception to the extent that such exception is reasonably apparently from a plain reading of the disclosure contained in such section.

14.12Invalid Provisions.  If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, and (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.

14.13Governing Law.  This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware applicable to a Contract executed and performed in such State, without giving effect to the conflicts of laws principles thereof.

14.14Disputes.  Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration.  If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  Any AAA arbitration proceeding shall be conducted in the State of Delaware.  The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief.  However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved.  Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTER-CLAIM, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER ARISING HEREUNDER.

14.15Counterparts.  This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

14.16Seller Representative.  Each Seller, by the execution of this Agreement, shall be deemed to have irrevocably appointed, authorized and directed Frank J. Fertitta III, in his capacity as the Seller Representative, to act as such Seller’s agent, representative, proxy and attorney-in-fact for the purpose of effecting the consummation of the

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transactions contemplated by this Agreement and exercising, on behalf of all Sellers, the rights and powers of Sellers hereunder and thereunder.  Without limiting the generality of the foregoing, the Seller Representative shall have full power and authority, and is hereby directed, for and on behalf of all Sellers, to take such action, and to exercise such rights, power and authority, as are authorized, delegated and granted to the Seller Representative hereunder in connection with the transactions contemplated hereby and to exercise such rights, power and authority as are incidental thereto, to represent any Seller at and after the Closing, to give or receive any notices required or permitted to be given hereunder and thereunder, to accept service of process on behalf of any Seller, to execute and deliver, or hold in escrow and release, any exhibits or amendments to this Agreement, or any other agreements, certificates, statements, notices, approvals, extensions or waivers relating to the transactions contemplated hereby or thereby, to conduct or cease to conduct the defense of all claims against any Seller in connection with this Agreement, and to settle all such claims on behalf of all Sellers.  The appointment and agency created hereby is irrevocable, and shall be deemed to be coupled with an interest.  The Seller Representative shall serve as such from the date hereof until the earlier of his resignation, death or incapacity or the completion of his obligations hereunder.  In the event that Frank J. Fertitta III is unable or unwilling to continue to serve as the Seller Representative, or otherwise ceases to be Sellers Representative, his successor shall be promptly appointed by Sellers.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officer of each party hereto as of the date first above written.

STATION CASINOS LLC
By:	/s/ Richard J. Haskins
	Name: Richard J. Haskins
	Title: Executive Vice President

FERTITTA ENTERTAINMENT LLC
By: FERTITTA HOLDCO LLC
Its: Manager
By:	/s/ Frank J. Fertitta III
	Name: Frank J. Fertitta III
	Title: Manager
FERTITTA BUSINESS MANAGEMENT LLC
By: F & J FERTITTA FAMILY BUSINESS TRUST
Its: Member
By:	/s/ Frank J. Fertitta III
	Name: Frank J. Fertitta III
	Title: Trustee
By: L & T FERTITTA FAMILY BUSINESS TRUST
Its: Member
By:	/s/ Lorenzo J. Fertitta
	Name: Lorenzo J. Fertitta
	Title: Trustee
LNA INVESTMENTS, LLC
By:	/s/ Lorenzo J. Fertitta
	Name: Lorenzo J. Fertitta
	Title: Manager
KVF INVESTMENTS, LLC
By:	/s/ Frank J. Fertitta III
	Name: Frank J. Fertitta III
	Title: Manager

FE EMPLOYEECO LLC
By: FERTITTA HOLDCO LLC
Its: Manager
By:	/s/ Frank J. Fertitta III
	Name: Frank J. Fertitta III
	Title: Manager
/s/ Frank J. Fertitta III
Frank J. Fertitta III, as the Seller Representative

DISCLOSURE SCHEDULE

TO

MEMBERSHIP INTEREST PURCHASE AGREEMENT

BY AND AMONG

STATION CASINOS LLC,

(“PURCHASER”),

FERTITTA BUSINESS MANAGEMENT LLC,

LNA INVESTMENTS, LLC,

KVF INVESTMENTS, LLC,

FE EMPLOYEECO LLC

(COLLECTIVELY, “SELLERS”),

FERTITTA ENTERTAINMENT LLC

(THE “COMPANY”)

AND

FRANK J. FERTITTA III

(THE “SELLER REPRESENTATIVE”)

WITH RESPECT TO ALL

OUTSTANDING MEMBERSHIP INTERESTS OF

THE COMPANY

DATED AS OF OCTOBER 13, 2015

DISCLOSURE SCHEDULE

The following constitutes the Disclosure Schedule referenced in the Membership Interest Purchase Agreement, dated as of October 13, 2015 (the “Agreement”), by and among Purchaser, the Company, Sellers and the Seller Representative.  Capitalized terms not otherwise defined herein shall have the meanings given to them in the Agreement, to which Agreement this Disclosure Schedule is attached and into which this Disclosure Schedule is incorporated by reference.

This Disclosure Schedule (including all of the individual sections and subsections hereof and all the exhibits and attachments hereto) is qualified in its entirety by reference to specific provisions of the Agreement, and is not intended to constitute, and shall not be construed as constituting, representations, warranties or covenants of any party to the Agreement, except as and to the extent provided in the Agreement. The inclusion in this Disclosure Schedule of any fact, item or information or reference to any agreement or document shall not imply any representation, warranty or covenant not expressly given in the Agreement.  This Disclosure Schedule and the information and disclosures contained herein shall not be deemed to expand in any way the scope or effect of any representations, warranties or covenants contained in the Agreement.  Where the terms of a Contract or other disclosure item have been summarized or described in this Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such Contract or other item.  Document summaries herein are provided solely for convenience.

Certain matters set forth in this Disclosure Schedule are included for informational purposes only notwithstanding the fact that, because they do not rise above applicable materiality thresholds or otherwise, they would not be required by the terms of the Agreement to be set forth herein.  All parties to the Agreement have agreed that disclosure of any fact, item, information or reference to any agreement or document in this Disclosure Schedule is not an admission or acknowledgement that such fact, item, information or reference (or any non-disclosed fact, item, information or reference of comparable or greater significance) is material, is required to have been disclosed herein, or is of a nature that is material or would, individually or in the aggregate, have a Company Material Adverse Effect.  Nothing in this Disclosure Schedule constitutes an admission of any liability or obligation by Sellers or the Company to any third party, nor an admission against Sellers’ or the Company’s interests.

The section and subsection numbers contained in this Disclosure Schedule correspond to the section and subsection numbers in the Agreement to which the disclosure contained therein relates.  However, notwithstanding anything to the contrary contained in this Disclosure Schedule or in the Agreement, any item of information or other matter disclosed in one section of this Disclosure Schedule shall be deemed disclosed in each other section of this Disclosure Schedule to the extent it is reasonably apparent on its face that the disclosure is responsive to the representation to which such other section relates, notwithstanding the omission of a reference or cross-reference in or to that other section.  The headings contained in this Disclosure Schedule are for reference purposes only and shall not affect in any way the reading or interpretation of this Disclosure Schedule or the Agreement.

SECTION 2.01 OF THE DISCLOSURE SCHEDULE

Purchase and Sale

	Common Units	Incentive Units
Fertitta Business Management LLC	55,170.44	0
LNA Investments, LLC	12,981.28	0
KVF Investments, LLC	12,981.28	0
FE Employeeco LLC	0	18,050

SECTION 2.07 OF THE DISCLOSURE SCHEDULE

Excluded Assets

Personal Property

1.All computers, computer hardware, computer peripheral devices and software owned, used or held for use by the Company and its Subsidiaries, in each case solely to the extent pertaining to the Apple Mac system and incompatible with the systems of Purchaser.

2.All artwork owned by the Company and its Subsidiaries.

3.2015 Cadillac Escalade owned by the Company.

4.28’ x 28’ Tai Ping Carpets Custom Agate design area rug owned by the Company.

5.The Aircraft (as defined in Section 3.08(b)(i)).

Contracts

1.Non-Recourse Secured Promissory Note, dated as of April 26, 2012 (the “Promissory Note”), by Fertitta Investment LLC, a Delaware limited liability company, in favor of FE Special Investor LLC, a Delaware limited liability company.  The Promissory Note shall be assigned to an Affiliate of Sellers prior to Closing.

2.Promissory Note, dated as of March 5, 2014 (the “Falcone Note”), by Marc J. Falcone, Chief Financial Officer of the Company, in favor of the Company in the amount of $500,000.  The Falcone Note shall be assigned to an Affiliate of Sellers prior to Closing.

3.Operating Agreement of SCCR Tejon, LLC, a Nevada limited liability company, dated as of April 5, 2013, by and between the Company, Cannery Casino Resorts, LLC, and William C. Wortman, as amended on June 1, 2013 and October 14, 2014.  The Company has withdrawn as a member of SCCR Tejon, LLC, but retains certain rights pursuant to Section 11.3(c) thereof under certain circumstances.

4.All Contracts relating to the Aircraft, including all Contracts set forth in Section 3.08(b)(i) and all Contracts set forth in Section 3.17(a)(v)(12) through (16).

Federal Trademarks Registrations

Mark	Registration Number	Registration Date
Fertitta	4,092,448	1/24/2012
Fertitta	3,745,572	2/02/2010
Fertitta	4,092,445	1/24/2012
Fertitta Entertainment	4,486,983	2/25/2014

State Trademark Registrations

Mark	State	Registration Number	Registration Date
Fertitta	NV	E0383022007-5	5/31/2007
Fertitta	NV	E0382652012-6	7/18/2012
Fertitta Entertainment	NV	E0564972012-4	10/23/2012
Fertitta Entertainment	NV	E0564962012-3	10/23/2012

Fertitta	NV	E0382652012-6	7/18/2012
Fertitta Entertainment	NV	E0564972012-4	10/23/2012
Fertitta Entertainment	NV	E0564962012-3	10/23/2012

Federal Trademark Applications

Mark	Application Number	Filing Date
Fertitta	85-657,016	6/20/2012
Fertitta Entertainment	85-180,567	11/18/2010
Fertitta Entertainment	85-975,774	11/18/2010
Fertitta Gaming	85-180,560	11/18/2010

Domain Names

fentllc.biz	fertittaent.net
fentllc.com	fertittaentertainment.casino
fentllc.info	fertittaentertainment.com
fentllc.mobi	fertittaentertainment.net
fentllc.name	fertittaentertainment.xxx
fentllc.net	fertittagaming.com
fentllc.org	fertittagaming.net
fentllc.tel	fertittahotel.com
fentllc.xxx	fertittahotel.net
fertitta-sucks.com	fertittahotels.com
fertitta-sucks.net	fertittahotels.net
fertitta.casino	fertittallc.com
fertitta.com	fertittallc.net
fertitta.net	fertittaresort.com
fertitta.vegas	fertittaresort.net
fertitta.xxx	fertittaresorts.com
fertittacasino.com	fertittaresorts.net
fertittacasino.net	fertittastation.com
fertittacasinolasvegas.com	fertittastation.net
fertittacasinolasvegas.net	fertittastn.com
fertittacasinolv.com	fertittastn.net
fertittacasinolv.net	fertittasucks.com
fertittacasinos.com	fertittasucks.net
fertittacasinos.net	frank-fertitta-sucks.com
fertittacasinovegas.com	frank-fertitta-sucks.net
fertittacasinovegas.net	frank-fertitta.com
fertittaent.com	frank-fertitta.net

frankfertitta.com	lorenzofertittagaming.net
frankfertitta.net	lorenzofertittahotel.com
frankfertitta.sucks	lorenzofertittahotel.net
frankfertitta.xxx	lorenzofertittahotels.com
frankfertittacasino.com	lorenzofertittahotels.net
frankfertittacasino.net	lorenzofertittaresort.com
frankfertittacasinolasvegas.com	lorenzofertittaresort.net
frankfertittacasinolasvegas.net	lorenzofertittaresorts.com
frankfertittacasinolv.com	lorenzofertittaresorts.net
frankfertittacasinolv.net	lorenzofertittasucks.com
frankfertittacasinos.com	lorenzofertittasucks.net
frankfertittacasinos.net	the-fertittas-suck.com
frankfertittacasinovegas.com	the-fertittas-suck.net
frankfertittacasinovegas.net	the-frank-fertitta.com
frankfertittagaming.com	the-frank-fertitta.net
frankfertittagaming.net	the-lorenzo-fertitta.com
frankfertittahotel.com	the-lorenzo-fertitta.net
frankfertittahotel.net	thefertittas.com
frankfertittahotels.com	thefertittas.net
frankfertittahotels.net	thefertittassuck.com
frankfertittaiii.sucks	thefertittassuck.net
frankfertittaresort.com	thefrankfertitta.com
frankfertittaresort.net	thefrankfertitta.net
frankfertittaresorts.com	thelorenzofertitta.com
frankfertittaresorts.net	thelorenzofertitta.net
frankfertittasucks.com	wwwfertittaent.com
frankfertittasucks.net	wwwfertittaent.net
lorenzo-fertitta-sucks.com	wwwfertittaentertainment.com
lorenzo-fertitta-sucks.net	wwwfertittaentertainment.net
lorenzo-fertitta.com
lorenzo-fertitta.net
lorenzofertitta.com
lorenzofertitta.net
lorenzofertitta.sucks
lorenzofertitta.xxx
lorenzofertittacasino.com
lorenzofertittacasino.net
lorenzofertittacasinolasvegas.com
lorenzofertittacasinolasvegas.net
lorenzofertittacasinolv.com
lorenzofertittacasinolv.net
lorenzofertittacasinos.com
lorenzofertittacasinos.net
lorenzofertittacasinovegas.com
lorenzofertittacasinovegas.net
lorenzofertittagaming.com

SECTION 3.02 OF THE DISCLOSURE SCHEDULE

Organization of the Company

	Jurisdiction of Organization	Foreign Qualifications
Fertitta Entertainment LLC	Delaware	Nevada

SECTION 3.03 OF THE DISCLOSURE SCHEDULE

Equity Interests

Outstanding Options

On January 12, 2011, the Limited Liability Company Agreement of the Company was amended to provide for the issuance of Incentive Unit awards to be indirectly granted to certain key executives of the Company and its affiliates (the “Incentive Unit Awards”) and FE Employeeco LLC was formed to acquire, own and hold the Incentive Unit Awards on behalf of the key executives that indirectly received awards of Incentive Unit Awards. The Incentive Unit Awards vest in equal annual installments over four or five years, depending on the terms of the award agreement governing the applicable Incentive Unit Award. Holders of the Incentive Unit Awards are entitled to participate in the Company’s distributions, subject to the return of capital contributions made by the members and certain other preferred distribution rights.  FE Employeeco will settle the Incentive Unit Awards in cash at Closing from the proceeds allocated to FE Employeeco LLC.

SECTION 3.04 OF THE DISCLOSURE SCHEDULE

Subsidiaries

Entity	Jurisdiction of Organization	Foreign Qualifications	Record Owner	Percent Owned
FE Propco Management LLC	Delaware	Nevada	The Company	100	%
FE Opco Management LLC	Delaware	Nevada	The Company	100	%
FE Landco Management LLC	Delaware	Nevada	The Company	100	%
FE GVR Management LLC	Delaware	Nevada	The Company	100	%
FE Interactive Investor LLC	Delaware		The Company	100	%
FE Special Investor LLC	Delaware	Nevada	The Company	100	%
FE Transportation LLC	New York		The Company	100	%
FE JV Holdco LLC	Delaware		The Company	100	%
FE JV Tejon Holdco LLC	Delaware		FE JV Holdco LLC	100	%
FE Aviation LLC	Delaware	Nevada	The Company	100	%
FE Aviation I LLC	Delaware		FE Aviation LLC	100	%
FE Aviation II LLC	Delaware	Nevada	FE Aviation I LLC	100	%

Liens

In connection with the Credit Agreement (as defined in Section 3.17(a)(iv)(1)), the Company granted a continuing security interest in all of its right, title and interest in the limited liability company interests it holds in each of FE GVR Management LLC, FE Landco Management LLC, FE Opco Management LLC, FE Propco Management LLC, FE Interactive Investor LLC, FE Transportation LLC and FE Aviation LLC (formerly known as FE Development LLC) (collectively, the “Guarantors”) pursuant to that certain Security Agreement, dated as of April 26, 2012 (the “Security Agreement”), by the Company and the Guarantors in favor of the Administrative Agent (as defined in Section 3.17(a)(v)(1)) under the Credit Agreement.  Pursuant to the Agreement, such Liens will be released concurrently with the Closing in connection with the payoff of the Closing Indebtedness.

See Section 3.08(b)(i).  In connection with the Aircraft Loan Agreement (as defined in Section 3.08(b)(i)), FE Aviation I LLC pledged its equity interest in FE Aviation II LLC as collateral to secure the Aircraft Loan Agreement.  Pursuant to the Agreement, such Lien will be released concurrently with the Closing in connection with the payoff of the Closing Indebtedness.

SECTION 3.05 OF THE DISCLOSURE SCHEDULE

No Conflicts

None.

SECTION 3.06 OF THE DISCLOSURE SCHEDULE

Governmental Approvals and Filings

1.Approval from the Nevada Gaming Control Board and Nevada Gaming Commission with respect to the Transactions, including the IPO Transactions.

2.Filings pursuant to the HSR Act and expiration of applicable waiting periods thereunder with respect to the transactions contemplated by the Agreement.

SECTION 3.08 OF THE DISCLOSURE SCHEDULE

Financial Statements and Condition

(a)

Financial Statements

With respect to its consolidated financial statements for the years ended December 31, 2012, 2013 and 2014 and for the six months ended June 30, 2015, the Company did not record share-based compensation expense associated with equity incentives issued to current and former executives of the Company from FI Station Investor LLC.  FI Station Investor LLC is an entity that is owned by the parent entities of the Company.  Pursuant to GAAP, this non-cash share-based compensation is required to be recorded as a component of the Company’s statement of operations since these executives were employees of the Company and FI Station Investor LLC is a common-controlled entity of the Company’s equity holders.  The Company’s auditor, Ernst & Young LLP, has determined that each of the foregoing financial statements would require to be restated and has withdrawn its opinions for each audit period that are dated March 25, 2015, May 14, 2014, April 16, 2013 and May 15, 2012, respectively.  Except for the foregoing, the Financial Statements were prepared in accordance with GAAP (except for the absence of footnotes and changes resulting from audits and year-end adjustments in the case of the Unaudited Financial Statements) and fairly present in all material respects the consolidated financial condition and results of operations of the Company and its consolidated Subsidiaries as of the respective dates thereof and for the respective periods covered thereby. In connection with the foregoing, the Administrative Agent and the Required Lenders (as defined in the Credit Agreement) waived the Borrower Financial Statements Default (as defined in the Credit Agreement) and any other Defaults or Events of Default (each as defined in the Credit Agreement) arising as a direct result of the Borrower Financial Statements Default pursuant to that certain Waiver No. 1 to Credit Agreement, dated as of September 15, 2015, by and among the Company, the Administrative Agent and the Required Lenders signatory thereto.

(b)

(i)

On July 24, 2015, the Company entered into a Purchase and Sale Agreement (the “Aircraft PSA”) for the purchase of a 2011 Bombardier Global XRS Aircraft, S/N 9354 (the “Aircraft”).  On September 24, 2015, FE Aviation II LLC, a newly-formed Subsidiary, entered into that certain Loan and Aircraft Security Agreement (the “Aircraft Loan Agreement”) with Guggenheim Aircraft Opportunity Master Fund, L.P. (the “Aircraft Lender”) for purposes of financing the purchase of the Aircraft through an asset based loan.  The Company guaranteed FE Aviation II LLC’s payment and performance obligations under the Aircraft Loan Agreement, limited to $1,000,000 in the aggregate, pursuant to that certain Corporate Guaranty, dated as of September 24, 2015 (the “Aircraft Guaranty”), by the Company in favor of the Aircraft Lender.  The Aircraft Loan Agreement is secured by a first priority security interest in the Aircraft, and FE Aviation I LLC, a newly-formed Subsidiary and the immediate parent of FE Aviation II LLC, pledged its equity interest in FE Aviation II LLC to the Aircraft Lender pursuant to that certain

Membership Interest Pledge Agreement, dated as of September 24, 2015 (the “Aircraft Equity Pledge Agreement”), by and between FE Aviation I LLC and the Aircraft Lender.  Pursuant to the Agreement, the Aircraft shall constitute an Excluded Asset and the Indebtedness (including the aforementioned guarantee) incurred in connection with the purchase thereof shall be paid off or assumed by an Affiliate of Sellers, and any related liens will be released, prior to or concurrently with the Closing.

(ii)  None.

(iii)

1.6.04(b)(i): On July 8, 2015, the limited liability company agreement of FE Development LLC was amended for purposes of changing the name of FE Development LLC to FE Aviation LLC.

2.6.04(b)(i): On September 29, 2015, the LLC Agreement was amended in connection with the transfers of Common Units from F & J Fertitta Family Business Trust and L & T Fertitta Family Business Trust to Fertitta Business Management LLC.

3.6.04(b)(iii): See Section 3.08(b)(i).

4.6.04(b)(iv)(A): See Section 3.08(b)(i).

5.6.04(b)(v): See Section 3.08(a).

6.6.04(b)(vii): The Aircraft and the equity interest in FE Aviation II LLC were pledged as collateral pursuant to the Aircraft Loan Agreement.

(c)

Liabilities

See Section 3.08(b)(i).

SECTION 3.09 OF THE DISCLOSURE SCHEDULE

Taxes

(a) None.

(b) None.

(c) None.

(d) None.

(e) None.

(f) None.

(g) None.

(h) None.

(i) None.

(j) None.

(k) None.

(l) None.

(m) None.

SECTION 3.10 OF THE DISCLOSURE SCHEDULE

Legal Proceedings

(i) None.

(ii) None.

SECTION 3.12 OF THE DISCLOSURE SCHEDULE

Benefit Plans; ERISA

(a)

1.Employees of the Company and its Subsidiaries participate in the Zuffa LLC 401(k) Profit Sharing Plan and Trust, which is sponsored by Zuffa LLC (“Zuffa”), an Affiliate of the Company because certain of the Company’s equity holders (or Affiliates thereof) also own a direct interest in Zuffa.

2.See Section 3.17(a)(i).  The Company has employment agreements with certain of its executive officers which provide for, among other things, an annual base salary, annual bonus, and eligibility for group health and life insurance benefits, and retirement plans, when applicable.

3.Health Plan of Nevada HMO Value Plan.

4.Health Plan of Nevada HMO Plus Plan.

5.Sierra Health & Life Platinum PPO Plan.

6.Sierra Health & Life PPO High Deductible Plan with Health Savings Account Plan.

7.Boon-Chapman Dental Insurance Plan.

8.Davis Vision Vision Plan.

9.Principal Financial Group Life Insurance Plan.

10.Principal Financial Group Short-Term Disability Insurance Plan.

11.Principal Financial Group Voluntary Short Term Disability Buy Up Plan.

12.Principal Financial Group Voluntary Long Term Disability Plan.

13.Principal Financial Group Voluntary Life Insurance Plan.

14.Hyatt Legal Plans MetLaw Legal Program Plan.

15.The Fertitta Entertainment Employee Handbook dated November 2012 and the policies set forth therein (including policies regarding vacation, sick leave, and leaves of absence).

16.Letter Agreement regarding Long-Term Stay-On Performance Incentive Payment, by and between the Company and Shawn Cardinal, dated September 1, 2014.

17.Letter Agreement regarding Long-Term Stay-On Performance Incentive Payment, by and between the Company and Daniel P Schafer, dated October 8, 2013.

(d)

All representations made under Section 3.13(d) of the Agreement with respect to the Zuffa 401(k) Plan are qualified by the Knowledge of the Sellers.

(e)

See Section 3.12(a)(1).

(f)

None.

(g)

None.

(h)

See Section 3.12(a)(16)-(17). The Company plans to accelerate the vesting of the Incentive Payments (as defined in the respective letter agreements) and pay the full amount of the Incentive Payments immediately prior to Closing.

(i)

None.

(j)

None.

SECTION 3.13 OF THE DISCLOSURE SCHEDULE

Real Property

In connection with the Management Agreements set forth in Section 3.17(a)(ix)(1)-(4), the Company, certain of its Subsidiaries and Station Casinos LLC entered into that certain Manager Allocation Agreement, dated as of June 16, 2011 (the “Manager Allocation Agreement”), that provides for the Company to pay 20% of all rent and other amounts paid to the landlord under Station Casinos LLC’s corporate headquarters lease and other operating expenses associated with the corporate headquarters.  The Company has paid approximately $1.2 million on an annual basis in accordance with the Manager Allocation Agreement.

SECTION 3.14 OF THE DISCLOSURE SCHEDULE

Tangible Personal Property

In connection with the Company’s Credit Agreement (as defined in Section 3.17(a)(v)(1)), the Company and each of the Guarantors pledged all of their respective personal property as collateral pursuant to the Security Agreement.  Pursuant to the Agreement, such Liens will be released concurrently with the Closing in connection with the payoff of the Closing Indebtedness.

SECTION 3.15 OF THE DISCLOSURE SCHEDULE

Intellectual Property Rights

The Company is the owner or applicant, as applicable, with respect to each of the following items of Intellectual Property:

1.Each of the trademark registrations, applications and domain names set forth in Section 2.07 will constitute Excluded Assets.  The Company will transfer all right, title and interest to such Intellectual Property to a Person other than the Company or any Subsidiary prior to Closing.

Trademarks

A.Federal Registrations

Mark	Registration Number	Registration Date
Viva	3,342,201	11/20/2007
Viva	3,628,800	5/26/2009
Viva	3,735,308	1/05/2010
Viva Casino	3,473,703	7/22/2008
Viva Las Vegas	3,705,345	11/03/2009

B.Federal Applications

Mark	Application Number	Filing Date
Viva	85-083,356	7/13/2010
Viva	78-616,285	4/25/2005
Viva	85-510,486	1/06/2012
Viva	85-669,270	7/05/2012
Viva Resort Spa Casino	77-910,035	1/12/2010
Viva Resort Spa Casino	85-669,292	7/05/2012
Viva Casino	86-409,210	9/29/2014
Viva Resort Spa Casino	86-409,126	9/29/2014

C.State Registrations

Mark	State	Registration Number	Registration Date
Viva	NV	E0473232012-6	9/11/2012

Viva	NV	E0473212012-4	9/11/2012
Viva Casino	NV	E0473232012-6	9/11/2012
Viva Salsa	NV	SM0300766	3/06/1998

Licenses

1.See Section 3.17(a)(ix)(5)-(12).

Domain Names

bookviva.com	theviva-resort.com
onlyviva.com	theviva-resort.net
pokervivalasvegas.com	thevivacasinolasvegas.com
spaatviva.com	thevivacasinolasvegas.net
spaatviva.net	thevivahotel.com
the-viva-casino-lasvegas.com	thevivahotel.net
the-viva-casino-lasvegas.net	thevivahotelcasino.com
the-viva-casino.com	thevivahotelcasino.net
the-viva-casino.net	thevivahotellasvegas.com
the-viva-casinolasvegas.com	thevivahotellasvegas.net
the-viva-casinolasvegas.net	thevivahotelresort.com
the-viva-hotel-casino.com	thevivahotelresort.net
the-viva-hotel-casino.net	thevivahotelresortcasino.com
the-viva-hotel-lasvegas.com	thevivahotelresortcasino.net
the-viva-hotel-lasvegas.net	thevivahotelspa.com
the-viva-hotel-resort.com	thevivahotelspa.net
the-viva-hotel-resort.net	thevivalv.com
the-viva-hotel-spa.com	thevivalv.net
the-viva-hotel-spa.net	thevivaresort.com
the-viva-hotel.com	thevivaresort.net
the-viva-hotel.net	thevivaresortcasino.com
the-viva-resort-casino.com	thevivaresortcasino.net
the-viva-resort-casino.net	thevivaspa.com
the-viva-resort.com	thevivaspa.net
the-viva-resort.net	thisisviva.com
the-viva-spa.com	thisisviva.mobi
the-viva-spa.net	thisisviva.net
the-vivacasino.com	vegasviva.com
the-vivacasino.net	viva-brand.com
the-vivaresort.com	viva-casino-hotel.com
the-vivaresort.net	viva-casino-hotel.net
thenewviva.com	viva-casino-lasveas.com
thenewviva.net	viva-casino-lasveas.net
theviva-casino.com	viva-hotel-casino-lasvegas.com
theviva-casino.net	viva-hotel-casino-lasvegas.net

viva-hotel-casino.com	viva2013.com
viva-hotel-casino.net	viva2013.net
viva-hotel-resort-casino.com	vivabaccarat.com
viva-hotel-resort-casino.net	vivabetting.com
viva-hotel-resort-lasvegas.com	vivabingo.us
viva-hotel-resort-lasvegas.net	vivablackjack.com
viva-hotel-resort.com	vivabooking.com
viva-hotel-resort.net	vivacasino.net
viva-hotel-spa-lasvegas.com	vivacasinoandhotel.com
viva-hotel-spa-lasvegas.net	vivacasinoandhotel.net
viva-hotel-spa.com	vivacasinoclub.com
viva-hotel-spa.net	vivacasinohotel.com
viva-hotel.com	vivacasinohotel.net
viva-hotel.net	vivacasinolasveas.com
viva-hotelcasino.com	vivacasinolasveas.net
viva-hotelcasino.net	vivacasinolasvegas.net
viva-resort-casino-hotel.com	vivacasinoresort.com
viva-resort-casino-hotel.net	vivacasinoresort.net
viva-resort-casino-lasvegas.com	vivaconfessions.com
viva-resort-casino-lasvegas.net	vivaconfessions.net
viva-resort-casino.com	vivacraps.com
viva-resort-casino.net	vivadelcasino.com
viva-resort-hotel-casino.com	vivadreamvacations.info
viva-resort-hotel-casino.net	vivadreamvacations.net
viva-resort-hotel.com	vivaentertainment.biz
viva-resort-hotel.net	vivaentertainment.us
viva-resort-lasvegas.com	vivaentertainmentinc.com
viva-resort-lasvegas.net	vivaentertainmentinc.net
viva-resort-spa.com	vivaentertainmentonline.com
viva-resort-spa.net	vivaentertainmentonline.net
viva-resort.com	vivaentertainments.com
viva-resort.net	vivaeverything.com
viva-resortcasino.com	vivagames.com
viva-resortcasino.net	vivagaming.com
viva-resorts.com	vivagaming.net
viva-spa-casino.com	vivahotel-casino.com
viva-spa-casino.net	vivahotel-casino.net
viva-spa-hotel.com	vivahotel.net
viva-spa-hotel.net	vivahotelandcasino.com
viva-spa-resort.com	vivahotelandcasino.net
viva-spa-resort.net	vivahotelandcasinolv.com
viva-tainment.com	vivahotelandresort.com
viva-tainment.net	vivahotelandresort.net
viva-tainment.org	vivahotelandspa.com
viva2012.com	vivahotelandspa.net
viva2012.net	vivahotelcasino.com

vivahotelcasino.net	vivaresortcasino.com
vivahotelcasinolasvegas.com	vivaresortcasino.net
vivahotelcasinolasvegas.net	vivaresortcasinohotel.com
vivahotelresort.com	vivaresortcasinohotel.net
vivahotelresort.net	vivaresortcasinolasvegas.com
vivahotelresortcasino.com	vivaresortcasinolasvegas.net
vivahotelresortcasino.net	vivaresorthotel.com
vivahotelresortcasinolasvegas.com	vivaresorthotel.net
vivahotelresortcasinolasvegas.net	vivaresorthotelcasino.com
vivahotelresortlasvegas.com	vivaresorthotelcasino.net
vivahotelresortlasvegas.net	vivaresortlasvegas.com
vivahotelspa.com	vivaresortlasvegas.net
vivahotelspa.net	vivaresortspa.com
vivahotelspalasvegas.com	vivaresortspa.net
vivahotelspalasvegas.net	vivaspaandcasino.com
vivakeno.com	vivaspaandcasino.net
vivalasvegas.info	vivaspaandhotel.com
vivalasvegascasino.info	vivaspaandresort.com
vivalasvegascasino.net	vivaspaandresort.net
vivalasvegasgaming.com	vivaspacasino.com
vivalasvegasgaming.net	vivaspacasino.net
vivalasvegashotels.com	vivaspahotel.com
vivalasvegaspoker.com	vivaspahotel.net
vivalivecasino.com	vivasparesort.com
vivalivecasino.info	vivasparesort.net
vivalives.com	vivastars.com
vivanightlife.com	vivastation.com
vivanightlife.net	vivatainment.com
vivaonlinecasino.com	vivatainment.net
vivaonlinecasino.net	vivatainment.org
vivaplay.com	vivatainmentinc.com
vivapokertour.com	vivatainmentinc.net
vivaprizes.com	vivatournaments.com
vivarealm.com	vivavegasweddings.com
vivaresort-casino.com	vivecasino.com
vivaresort-casino.net	viveresorts.com
vivaresort.net	viviaresorts.com
vivaresortandcasino.com	vivresorts.com
vivaresortandcasino.net	welcometoviva.com
vivaresortandcasinolv.com	welcometoviva.net
vivaresortandhotel.com	wwwvivacasino.net
vivaresortandhotel.net	wwwvivalasvegas.com
vivaresortandspa.com	wwwvivaresorts.com
vivaresortandspa.net

Section 3.15(a), last sentence: None.

Section 3.15(b)(i): None.

Section 3.15(b)(ii): None.

Section 3.15(c):  The Company has periodically received notices from third parties challenging the validity or exclusive ownership of the trademark “VIVA” from the owners of marks substantially similar thereto throughout several international jurisdictions.  No litigation is currently pending or envisioned.

SECTION 3.16(b) OF THE DISCLOSURE SCHEDULE

No Other Business

1.On April 5, 2013, the Company and Cannery Casino Resorts, LLC, a third party, entered into an operating agreement to form SCCR Tejon, LLC, a Nevada limited liability company. SCCR Tejon, LLC’s purpose was to develop and manage a casino resort for the Tejon Indian Tribe. On May 19, 2015, the Company withdrew as a member from SCCR Tejon, LLC.

2.See Section 3.08(b)(i).

SECTION 3.17 OF THE DISCLOSURE SCHEDULE

Contracts

(a)

(i)

1.Employment Agreement, by and between the Company and Stephen L. Cavallaro, dated as of October 10, 2012.  It is expected that this agreement will be superseded by a new employment agreement at Closing.

2.Employment Agreement, by and between the Company and Marc J. Falcone, dated as of October 29, 2009.  It is expected that this agreement will be superseded by a new employment agreement at Closing.

3.Employment Agreement, by and between the Company and Scott M. Nielson, dated as of June 16, 2011, and amended as of November 10, 2014.  It is expected that this agreement will be superseded by a new employment agreement at Closing.

4.Employment Agreement, by and between the Company and Richard J. Haskins, dated as of June 16, 2011.  It is expected that this agreement will be superseded by a new employment agreement at Closing.

5.Employment Agreement, by and between the Company and Glen T. Bashore, dated as of June 16, 2011, and amended as of September 19, 2012.  It is expected that this agreement will be superseded by a new employment agreement at Closing.

6.Employment Agreement, by and between the Company and Steve Chayra, dated as of February 13, 2012.  It is expected that this agreement will be superseded by a new employment agreement at Closing.

7.Employment Agreement, by and between the Company and Joseph Haley, dated as of June 16, 2011, and amended as of September 19, 2012.  It is expected that this agreement will be superseded by a new employment agreement at Closing.

8.Employment Agreement, by and between the Company and Matthew L. Heinhold, dated as of June 16, 2011.  It is expected that this agreement will be superseded by a new employment agreement at Closing.

9.Employment Agreement, by and between the Company and Joleen Legakes, dated as of June 16, 2011 and amended as of September 19, 2012 and May 1, 2014.  It is expected that this agreement will be superseded by a new employment agreement at Closing.

10.Employment Agreement, by and between the Company and Daniel P. Schafer dated as of June 16, 2011.  It is expected that this agreement will be superseded by a new employment agreement at Closing.

11.Professional Services Agreement, by and between the Company and BETA Consultants LLC, dated as of January 19, 2015.

12.Consulting Agreement, by and between the Company and Tobin Prior, dated as of June 1, 2015.

13.Consulting Agreement, by and between the Company and Semprel SA, a Brazilian company, dated as of August 1, 2015.

(ii)

1.Non-Competition Agreement, by and between Station Casinos LLC, the Company, FE Propco Management LLC, FE Opco Management LLC, FE GVR Management LLC, Frank J. Fertitta III, Lorenzo J. Fertitta, German American Capital Corporation and JPMorgan Chase Bank, N.A.

(iii)

1.See Section 3.17(a)(ix)(1)-(4).

(iv)

1.The LLC Agreement.

(v)

1.Amended and Restated Credit Agreement, by and between the Company, Bank of America, N.A. as administrative agent (the “Administrative Agent”), as L/C Issuer and as a Lender, JPMorgan Chase Bank, N.A., as a Lender, the other Lenders party thereto, Bank of America Merrill Lynch and J.P, Morgan Securities LLC, as Joint Lead Arrangers and Joint Book Managers, dated as of December 24, 2013, and amended by that certain Joinder, Assignment and Amendment No. 2 to Credit Agreement, dated as of March 26, 2015, by and among the Company, the Lenders party thereto and the Administrative Agent (as amended, the “Credit Agreement”).

2.Amended and Restated Guaranty, dated as of December 24, 2013, by each of the Company and the Guarantors in favor of the Administrative Agent on behalf of itself, each Lender, the L/C Issuer, each Cash Management Bank and each Hedge Bank (capitalized terms as defined therein).

3.Omnibus Reaffirmation, dated as of December 24, 2013, by and among the Company, the Guarantors, the Sellers, FI Station Investor LLC and the Administrative Agent.

4.The Parent Pledge Agreement.

5.The Security Agreement.

6.Trademark Security Agreement, dated as of December 24, 2013, made by the Company in favor of the Administrative Agent.

7.The Manager Allocation Agreement.

8.Guaranty by the Company (Guarantor) dated June 16, 2011 (Required by the Management Agreement with respect to FE GVR Management LLC).

9.Guaranty by the Company (Guarantor) dated June 16, 2011 (Required by the Management Agreement with respect to FE Landco Management, LLC and NP Tropicana LLC).

10.Guaranty by the Company (Guarantor) dated June 16, 2011 (Required by the Management Agreement with respect to FE Propco Management, LLC and Station Casinos LLC).

11.Guaranty by the Company (Guarantor) dated June 16, 2011 (Required by the Management Agreement with respect to FE Opco Management LLC and NP Opco LLC, LLC and Station Casinos LLC).

12.The Aircraft Loan Agreement.

13.The Aircraft Guaranty.

14.The Aircraft Equity Pledge Agreement.

15.Liquidity Reserve Account Agreement, dated as of September 24, 2015, by and between FE Aviation II LLC and the Aircraft Lender.

16.Promissory Note, dated as of September 24, 2015, by FE Aviation II LLC in favor of the Aircraft Lender.

17.The Promissory Note.

18.The Falcone Note.

(vi)

1.See Section 3.08(b)(i).

(vii)

1.The Credit Agreement contains various affirmative and negative covenants.  Pursuant to the Agreement, the Credit Agreement will be terminated concurrently with the Closing in connection with the payoff of the Closing Indebtedness.

(viii)

1.The Promissory Note.

2.The Falcone Note.

3.The Company 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. As of December 31, 2014 and 2013, the Company accrued $95,000 and $391,000 respectively, related to the airplane agreements. For the years ended December 31, 2014 and 2013, the cost related to the airplane agreements was $2.1 million and $3.0 million, respectively.

4.See Section 3.12(a)(1).

5.See Section 3.17(a)(ix).

(ix)

1.Amended and Restated Management Agreement, by and between NP Opco LLC and FE Opco Management LLC, dated as of August 19, 2014.

2.Management Agreement, by and between Station GVR Acquisition LLC and FE GVR Management LLC, dated as of June 16, 2011, as amended by (i) that certain First Amendment to Management Agreement, dated as of November 8, 2011, (ii) that certain Second Amendment to Management Agreement, dated as of April 26, 2012, and (iii) that certain Third Amendment to Management Agreement, dated as of April 25, 2013.

3.Management Agreement, by and between NP Tropicana LLC and FE Landco Management LLC, dated as of June 16, 2011, as amended by that certain First Amendment to Management Agreement dated April 26, 2012.

4.Management Agreement, by and between Station Casinos LLC and FE Propco Management LLC, dated as of June 16, 2011, as amended by that certain First Amendment to Management Agreement, dated as of April 26, 2012.

5.Technology Systems License, dated as of June 17, 2011, by and between NP Opco LLC, as licensor, and FE Opco Management LLC, as licensee.

6.Technology Systems License, dated as of June 17, 2011, by and between CV Propco, LLC, as licensor, and FE Landco Management LLC, as licensee.

7.IP License Agreement, dated as of June 17, 2011, by and between NP Opco LLC, as licensor, and FE Opco Management LLC, as licensee.

8.IP License Agreement, dated as of June 17, 2011, by and between CV Propco, LLC, as licensor, and FE Landco Management LLC, as licensee.

9.IP License Agreement, dated as of June 17, 2011, by and between Station Casinos LLC, as licensor, and FE Propco Management LLC, as licensee.

10.IP License Agreement, dated as of June 17, 2011, by and between Station GVR Acquisition, LLC, as licensor, and FE GVR Management LLC, as licensee.

11.Technology Systems License, dated as of June 17, 2011, by and between Station Casinos LLC, as licensor, and the Company, as licensee.

12.Technology Systems License, dated as of June 17, 2011, by and between Station GVR Acquisition, LLC, as licensor, and FE GVR Management LLC, as licensee.

13.The Manager Allocation Agreement.

(x)

1.See Section 3.17(a)(ix)(5)-(12).

(xi)

1.None.

(xii)

1.None.

(xiii)

1.None.

(xiv)

1.None.

(xv)

1.Section 3.08(b)(i).

2.See Section 3.17(a)(v)(2).

3.See Section 3.17(a)(v)(8)-(11).

(xvi)

1.Section 3.08(b)(i).

(b) None.

SECTION 3.18 OF THE DISCLOSURE SCHEDULE

Licenses; Gaming Licenses

The Company and each of FE Propco Management LLC, FE Opco Management LLC, FE Landco Management LLC and FE GVR Management LLC holds a “key employee” gaming license issued by the Nevada Gaming Commission, which license will be terminated or surrendered upon the closing of the transactions contemplated under the Agreement.

SECTION 3.19 OF THE DISCLOSURE SCHEDULE

Insurance

Insurance Carrier	Policy #	Type of Coverage	Period Covered
Atlantic Specialty Insurance	7100349590000	Business Auto, Crime & Property	10/15/14 – 10/15/15
Atlantic Specialty Insurance	GL03980-00	General Liability	10/15/14 – 10/15/15
Continental Casualty	PST422311416	International Pkg. – Workers Comp, Auto & Misc.	10/15/14 – 10/15/15
RSUI Specialty	NHA236576	Excess Liability - $10mm	10/15/14 – 10/15/15
Torus Specialty	18933C142ALI	Excess Liability - $10mm xs $10mm	10/15/14 – 10/15/15
National Union Fire Insurance Company of PA	016459546	Corporate Counsel Prof. Liability	10/15/14 – 10/15/15
Federal Insurance Company	71739894	Workers Comp	07/08/15 –07/08/16
Travelers Casualty and Surety Company of America	105632736	Directors, Officers, and Organizational Liability Policy*	06/17/15 – 06/17/16

*The Company’s senior executive officers are covered under the Directors, Officers and Organizational Liability Coverage policy maintained by Station Casinos LLC.

SECTION 3.20 OF THE DISCLOSURE SCHEDULE

Employees; Labor Relations

None.

SECTION 3.21 OF THE DISCLOSURE SCHEDULE

Certain Payments

None.

SECTION 3.22 OF THE DISCLOSURE SCHEDULE

Related Party Transactions

(i)  See Section 3.17(a)(viii)-(ix).

(ii) None.

(iii) None.

SECTION 4.03 OF THE DISCLOSURE SCHEDULE

Ownership of Units

	Common Units	Incentive Units
Fertitta Business Management LLC	55,170.44	0
LNA Investments, LLC	12,981.28	0
KVF Investments, LLC	12,981.28	0
FE Employeeco LLC	0	18,050

In connection with the Company’s Credit Agreement, each of the Sellers granted to the Administrative Agent, a continuing security interest in all of their respective right, title and interest in their respective Units pursuant to that certain Parent Pledge Agreement, dated as of April 26, 2012 (the “Parent Pledge Agreement”), by and among FE Employeeco LLC, F & J Family Fertitta Family Business Trust, L & T Fertitta Family Business Trust, LNA Investments, LLC, KVF Investments, LLC and the Administrative Agent.  Pursuant to the Agreement, such Liens will be released concurrently with the Closing in connection with the payoff of the Closing Indebtedness.

SECTION 4.04 OF THE DISCLOSURE SCHEDULE

No Conflicts

None.

SECTION 4.06 OF THE DISCLOSURE SCHEDULE

Legal Proceedings

None.

SECTION 6.10 OF THE DISCLOSURE SCHEDULE

Affiliate Agreements

None.

SECTION 8.03(e) OF THE DISCLOSURE SCHEDULE

Officers and Directors

Entity	Officers
Fertitta Entertainment LLC	1.Frank J. Fertitta III:  Chief Executive Officer 2.Stephen L. Cavallaro:  President & Chief Operating Officer 3.Marc J. Falcone:  Executive Vice President & Chief Financial Officer 4.Richard J. Haskins:  Executive Vice President, General Counsel & Secretary 5.Scott M Nielson:  Executive Vice President & Chief Development Officer
Fertitta Aviation LLC FE Aviation I LLC FE Aviation II LLC	1.Marc J. Falcone:  Senior Vice President and Treasurer 2.Richard J. Haskins:  Senior Vice President and Secretary 3.Scott M Nielson:  Senior Vice President
Other Subsidiaries	The other Subsidiaries have not appointed officers.

SECTION 8.06 OF THE DISCLOSURE SCHEDULE

Third Party Consents

See Section 3.06.

EX-10.29

Exhibit 10.29

RED ROCK RESORTS, INC.
2016 EQUITY INCENTIVE PLAN

RED ROCK RESORTS, INC.
2016 EQUITY INCENTIVE PLAN

Section 1.Purpose.  The purposes of this Red Rock Resorts, Inc. 2016 Equity Incentive Plan are to promote the interests of Red Rock Resorts, Inc. and its stockholders by (a) attracting and retaining employees and directors of, and certain consultants to, the Company and its Affiliates; (b) motivating such individuals by means of performance-related incentives to achieve longer-range performance goals; and/or (c) enabling such individuals to participate in the long-term growth and financial success of the Company.

Section 2.Definitions.  As used in the Plan, the following terms shall have the meanings set forth below:

“Affiliate” shall mean any entity (i) that, directly or indirectly, is controlled by, controls or is under common control with, the Company or (ii) in which the Company has a significant equity interest, in either case as determined by the Committee.

“Award” shall mean any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Performance Award, Other Stock-Based Award or Performance Compensation Award made or granted from time to time hereunder.

“Award Agreement” shall mean any written agreement, contract, or other instrument or document evidencing any Award, which may, but need not, be executed or acknowledged by a Participant.  An Award Agreement may be in an electronic medium, may be limited to notation on the books and records of the Company and, unless otherwise determined by the Committee, need not be signed by a representative of the Company.

“Board” shall mean the Board of Directors of the Company.

“Cause” as a reason for a Participant’s termination of employment or service shall have the meaning assigned such term in the employment, severance or similar agreement, if any, between the Participant and the Company or a subsidiary of the Company.  If the Participant is not a party to an employment, severance or similar agreement with the Company or a subsidiary of the Company in which such term is defined, then unless otherwise defined in the applicable Award Agreement, “Cause” shall mean (i) persistent neglect or negligence in the performance of the Participant’s duties; (ii) conviction (including, but not limited to, pleas of guilty or no contest) for any act of fraud, misappropriation or embezzlement, or for any criminal offense related to the Company, any Affiliate or the Participant’s service; (iii) any deliberate and material breach of fiduciary duty to the Company or any Affiliate, or any other conduct that leads to the material damage or prejudice of the Company or any Affiliate; or (iv) a material breach of a policy of the Company or any Affiliate, such as the Company’s code of conduct.

“Change in Control” shall mean the occurrence of any of the following events:

(a)Following the date that initial public offering of the Company (the “IPO”) and each of the transactions ancillary thereto, including but not limited to the issuance and sale of capital stock in connection with the IPO, are consummated, the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), other

1

than a Permitted Holder, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the combined voting power of the then-outstanding securities entitled to vote generally in the election of members of the Board (the “Voting Power”) at such time; provided that the following acquisitions shall not constitute a Change in Control: (i) any such acquisition directly from the Company; (ii) any such acquisition by the Company; (iii) any such acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries; or (iv) any such acquisition pursuant to a transaction that complies with clauses (i), (ii) and (iii) of paragraph (c) below; or

(b)individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason (other than death or disability) to constitute at least a majority of the Board; provided, that any individual becoming a director subsequent to the Effective Date, whose election, or nomination for election by the Company’s stockholders, was approved by a vote of the directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be considered as though such individual was a member of the Incumbent Board, but excluding for this purpose, any such individual whose initial assumption of office occurs as a result of or in connection with an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(c)consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless following such Business Combination, (i) either (A) Permitted Holders or (B) all or substantially all of the individuals and entities who were the beneficial owners of the Voting Power immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such transaction (including, without limitation, an entity that, as a result of such transaction, owns the Company or substantially all of the Company’s assets either directly or through one or more subsidiaries) and, in the case of the foregoing clause (B), in substantially the same proportions relative to each other as their ownership immediately prior to such transaction of the securities representing the Voting Power, (ii) no Person (excluding any Permitted Holder, any entity resulting from such transaction or any employee benefit plan (or related trust) sponsored or maintained by the Company or such entity resulting from such transaction) beneficially owns, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock of the entity resulting from such transaction, or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to such transaction, and (iii) at least a majority of the members of the board of directors of the entity resulting from such transaction were members of the Incumbent Board at the time of the execution of the initial agreement with respect to, or the action of the Board providing for, such transaction; or

(d)approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

2

Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award which provides for the deferral of compensation that is subject to Section 409A of the Code, then, to the extent required to avoid the imposition of additional taxes under Section 409A of the Code, the transaction or event described in paragraph (a), (b), (c) or (d) above, with respect to such Award, shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5).

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Committee” shall mean the Compensation Committee of the Board (or its successor(s)), or any other committee of the Board designated by the Board to administer the Plan and composed of not less than two directors, each of whom is required to be a “Non-Employee Director” (within the meaning of Rule 16b-3) and an “outside director” (within the meaning of Section 162(m) of the Code) to the extent Rule 16b-3 and Section 162(m) of the Code, respectively, are applicable to the Company and the Plan.

“Company” shall mean Red Rock Resorts, Inc., together with any successor thereto.

“Disability” shall mean a physical or mental disability or infirmity that prevents the performance by the Participant of his or her duties lasting (or likely to last, based on competent medical evidence presented to the Company) for a continuous period of six months or longer.

“Effective Date” shall have the definition as set forth in Section 18(a) of the Plan.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

“Fair Market Value” shall mean (i) with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee and (ii) with respect to Shares, as of any date, the closing sale price (excluding any “after hours” trading) of the Shares on the date of grant or the date of calculation, as the case may be, on the stock exchange or over the counter market on which the Shares are principally trading on such date (or on the last preceding trading date if Shares were not traded on such date) if the Shares are readily tradable on a national securities exchange or other market system, and if the Shares are not readily tradable, Fair Market Value shall mean the amount determined in good faith by the Committee as the fair market value of the Shares.

“Good Reason” as a reason for a Participant’s termination of employment shall have the meaning assigned such term in the employment, severance or similar agreement, if any, between the Participant and the Company or a subsidiary of the Company.  If the Participant is not a party to an employment, severance or similar agreement with the Company or a subsidiary of the Company in which such term is defined, then unless otherwise defined in the applicable Award Agreement, “Good Reason” shall mean (i) a material diminution in the Participant’s base salary from the level immediately prior to the Change in Control; or (ii) a material change in the geographic location at which the Participant must primarily perform the Participant’s services (which shall in no event include a relocation of the Participant’s current principal place of

3

business to a location less than 50 miles away) from the geographic location immediately prior to the Change in Control; provided that no termination shall be deemed to be for Good Reason unless (a) the Participant provides the Company with written notice setting forth the specific facts or circumstances constituting Good Reason within 90 days after the initial existence of the occurrence of such facts or circumstances, (b) to the extent curable, the Company has failed to cure such facts or circumstances within 30 days of its receipt of such written notice, and (c) the effective date of the termination for Good Reason occurs no later than one 180 days after the initial existence of the facts or circumstances constituting Good Reason.

“Incentive Stock Option” shall mean a right to purchase Shares from the Company that is granted under Section 6 of the Plan and that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto.  Incentive Stock Options may be granted only to Participants who meet the requirements of Section 422 of the Code.

“Involuntary Termination” shall mean termination by the Company of a Participant’s employment or service by the Company without Cause or termination of a Participant’s employment by the Participant for Good Reason.  For avoidance of doubt, an Involuntary Termination shall not include a termination of the Participant’s employment or service by the Company for Cause or due to the Participant’s death, Disability or resignation without Good Reason.

“Negative Discretion” shall mean the discretion authorized by the Plan to be applied by the Committee to eliminate or reduce the size of a Performance Compensation Award; provided, that the exercise of such discretion would not cause the Performance Compensation Award to fail to qualify as “performance-based compensation” under Section 162(m) of the Code.  By way of example and not by way of limitation, in no event shall any discretionary authority granted to the Committee by the Plan including, but not limited to, Negative Discretion, be used to (a) grant or provide payment in respect of Performance Compensation Awards for a Performance Period if the Performance Goals for such Performance Period have not been attained or (b) increase a Performance Compensation Award above the maximum amount payable under Section 4(a) or 11(d)(vi) of the Plan.

“Non-Qualified Stock Option” shall mean a right to purchase Shares from the Company that is granted under Section 6 of the Plan and that is not intended to be an Incentive Stock Option or does not meet the requirements of Section 422 of the Code or any successor provision thereto.

“Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option.

“Other Stock-Based Award” shall mean any right granted under Section 10 of the Plan.

“Participant” shall mean any employee of, or consultant to, the Company or its Affiliates, or non-employee director who is a member of the Board or the board of directors of an Affiliate, eligible for an Award under Section 5 of the Plan and selected by the Committee, or its designee, to receive an Award under the Plan.

“Performance Award” shall mean any right granted under Section 9 of the Plan.

4

“Performance Compensation Award” shall mean any Award designated by the Committee as a Performance Compensation Award pursuant to Section 11 of the Plan.

“Performance Criteria” shall mean the measurable criterion or criteria that the Committee shall select for purposes of establishing the Performance Goal(s) for a Performance Period with respect to any performance-based Awards under the Plan, including, but not limited to, Performance Compensation Awards.  Performance Criteria may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual Participant or of one or more of the subsidiaries, divisions, departments, regions, functions or other organizational units within the Company or its Affiliates.  The Performance Criteria may be made relative to the performance of other companies or subsidiaries, divisions, departments, regions, functions or other organizational units within such other companies, and may be made relative to an index or one or more of the performance criteria themselves.  The Committee may grant performance-based Awards subject to Performance Criteria that are either Performance Compensation Awards or are not Performance Compensation Awards.  The Performance Criteria that will be used to establish the Performance Goal(s) for Performance Compensation Awards shall 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 shall, not later than the 90th 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 Formula” shall mean, for a Performance Period, one or more objective formulas applied against the relevant Performance Goal to determine, with regard to a performance-based Award (including, but not limited to, a Performance Compensation Award) of a particular Participant, whether all, some portion but less than all, or none of the performance-based Award has been earned for the Performance Period.

“Performance Goals” shall mean, for a Performance Period, one or more goals established by the Committee for the Performance Period based upon the Performance Criteria.  The Committee is authorized at any time not later than the 90th day of a Performance Period, or at any time thereafter (but only to the extent the exercise of such authority after the first 90 days of a Performance Period would not cause the Performance Compensation Awards granted to any Participant for the Performance Period to fail to qualify as “performance-based compensation” under Section 162(m) of the Code), in its sole discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period to the extent permitted under Section 162(m) of the Code in order to prevent the dilution or enlargement of the rights of Participants, (a) in the

5

event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event or development affecting the Company or its Affiliates; or (b) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the Company or its Affiliates, or the financial statements of the Company or its Affiliates, or in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions.

“Performance Period” shall mean the one or more periods of time of at least one year in duration, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to and the payment of a performance-based Award, including, but not limited to, a Performance Compensation Award.

“Permitted Holder” shall mean (a) (i) Frank J. Fertitta III and Lorenzo J. Fertitta and (ii) any lineal descendants of such persons; (b) executors, administrators or legal representatives of the estate of any person listed in clause (a) of this sentence; (c) heirs, distributees and beneficiaries of any person listed in clause (a) of this sentence; (d) any trust as to which any of the foregoing is a settlor or co-settlor; and (e) any corporation, partnership or other entity which is, directly or indirectly, controlling, controlled by or under common control with, any of the foregoing.

“Person” shall mean any individual, corporation, partnership, association, limited liability company, joint-stock company, trust, unincorporated organization, government, political subdivision or other entity.

“Plan” shall mean this Red Rock Resorts, Inc. 2016 Equity Incentive Plan, as amended from time to time.

“Restricted Stock” shall mean any Share granted under Section 8 of the Plan.

“Restricted Stock Unit” shall mean any unit granted under Section 8 of the Plan.

“Rule 16b-3” shall mean Rule 16b-3 as promulgated and interpreted by the SEC under the Exchange Act, or any successor rule or regulation thereto as in effect from time to time.

“SEC” shall mean the Securities and Exchange Commission or any successor thereto, and shall include, without limitation, the Staff thereof.

“Shares” shall mean the class A common stock of the Company, par value $0.01 per share, or such other securities of the Company (i) into which such common stock shall be changed by reason of a recapitalization, merger, consolidation, split-up, combination, exchange of shares or other similar transaction, or (ii) as may be determined by the Committee pursuant to Section 4(b) of the Plan.

“Stock Appreciation Right” shall mean any right granted under Section 7 of the Plan.

“Substitute Awards” shall mean any Awards granted under Section 4(c) of the Plan.

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Section 3.Administration.

(a)The Plan shall be administered by the Committee.  Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority to:  (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant and designate those Awards which shall constitute Performance Compensation Awards; (iii) determine the number of Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property, and other amounts payable with respect to an Award (subject to Section 162(m) of the Code with respect to Performance Compensation Awards) shall be deferred either automatically or at the election of the holder thereof or of the Committee (in each case consistent with Section 409A of the Code); (vii) interpret, administer or reconcile any inconsistency, correct any defect, resolve ambiguities and/or supply any omission in the Plan, any Award Agreement, and any other instrument or agreement relating to, or Award made under, the Plan; (viii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (ix) establish and administer Performance Goals and certify whether, and to what extent, they have been attained; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration or operation of the Plan.

(b)Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award or Award Agreement shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding upon all Persons, including, but not limited to, the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any stockholder.

(c)The mere fact that a Committee member shall fail to qualify as a “Non-Employee Director” or “outside director” within the meaning of Rule 16b-3 and Section 162(m) of the Code, respectively, shall not invalidate any Award otherwise validly made by the Committee under the Plan.  Notwithstanding anything in this Section 3 to the contrary, the Board, or any other committee or sub-committee established by the Board, is hereby authorized (in addition to any necessary action by the Committee) to grant or approve Awards as necessary to satisfy the requirements of Section 16 of the Exchange Act and the rules and regulations thereunder and to act in lieu of the Committee with respect to Awards made to non-employee directors under the Plan.

(d)No member of the Board or the Committee and no employee of the Company or any Affiliate shall be liable for any determination, act or failure to act hereunder (except in circumstances involving his or her bad faith), or for any determination, act or failure to act hereunder by any other member or employee or by any agent to whom duties in connection with the administration of the Plan have been delegated.  The Company shall indemnify members of the Board and the Committee and any agent of the Board or the Committee who is an employee

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of the Company or an Affiliate against any and all liabilities or expenses to which they may be subjected by reason of any determination, act or failure to act with respect to their duties on behalf of the Plan (except in circumstances involving such person’s bad faith).

(e)With respect to any Performance Compensation Award granted to a “covered employee” (within the meaning of Section 162(m) of the Code) under the Plan, the Plan shall be interpreted and construed in accordance with Section 162(m) of the Code.

(f)The Committee may from time to time delegate all or any part of its authority under the Plan to a subcommittee thereof.  To the extent of any such delegation, references in the Plan to the Committee will be deemed to be references to such subcommittee.  In addition, subject to applicable law, the Committee may delegate to one or more officers of the Company the authority to grant Awards to Participants who are not officers or directors of the Company subject to Section 16 of the Exchange Act or “covered employees” (within the meaning of Section 162(m) of the Code).  The Committee may employ such legal or other counsel, consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion or computation received from any such counsel, consultant or agent.  Expenses incurred by the Committee in the engagement of such counsel, consultant or agent shall be paid by the Company, or the Affiliate whose employees have benefited from the Plan, as determined by the Committee.

Section 4.Shares Available for Awards.

(a)Shares Available.

(i)Subject to adjustment as provided in Section 4(b), the maximum number of Shares with respect to which Awards may be granted from time to time under the Plan shall in the aggregate not exceed, at any time, the sum of (A) [            ](1) Shares, plus (B) any Shares that again become available for Awards under the Plan in accordance with Section 4(a)(ii).  Subject to adjustment as provided in Section 4(b), the maximum number of Shares with respect to which Incentive Stock Options may be granted under the Plan shall be [            ](2) Shares.  Subject in each instance to adjustment as provided in Section 4(b), the maximum number of Shares with respect to which Awards (including, without limitation, Options and Stock Appreciation Rights) may be granted to any single Participant in any fiscal year shall be [            ](3) Shares, the maximum number of Shares which may be paid to a Participant in the Plan in connection with the settlement of any Award(s) designated as “Performance Compensation Awards” in respect of a single calendar year (including, without limitation, as a portion of the applicable Performance Period) shall be as set forth in Section 11(d)(vi), and the maximum number of Shares with respect to which Awards (including, without limitation, Options and Stock Appreciation Rights) may be granted to any single non-employee member of the Board in any fiscal year shall be [            ](4) Shares.

(1)  To equal 10% of outstanding shares at time of IPO.

(2)  To equal 100% of Shares reserved under the Plan.

(3)  To equal 15% of Shares reserved under the Plan.

(4)  To equal 3% of Shares reserved under the Plan.

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(ii)Shares covered by an Award granted under the Plan shall not be counted unless and until they are actually issued and delivered to a Participant and, therefore, the total number of Shares available under the Plan as of a given date shall not be reduced by Shares relating to prior Awards that (in whole or in part) have expired or have been forfeited or cancelled, and upon payment in cash of the benefit provided by any Award, any Shares that were covered by such Award will be available for issue hereunder.  For the avoidance of doubt, the following Shares shall again be made available for delivery to Participants under the Plan:  (A) Shares not issued or delivered as a result of the net settlement of an outstanding Option or Stock Appreciation Right, (B) Shares used to pay the exercise price or withholding taxes related to an outstanding Award, and (C) Shares repurchased by the Company using proceeds realized by the Company in connection with a Participant’s exercise of an Option or Stock Appreciation Right.

(b)Adjustments.  Notwithstanding any provisions of the Plan to the contrary, in the event that the Committee determines in its sole discretion that any 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 the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other corporate transaction or event affects the Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall equitably adjust any or all of (i) the number of Shares or other securities of the Company (or number and kind of other securities or property) with respect to which Awards may be granted, (ii) the number of Shares or other securities of the Company (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 Stock Appreciation Rights shall equal the excess, if any, of the Fair Market Value of the Share subject to each such Option or Stock Appreciation Right over the per Share exercise price or grant price of such Option or Stock Appreciation Right.  The Committee will also make or provide for such adjustments in the numbers of Shares specified in Section 4(a)(i) (and, to the extent consistent with Section 162(m) of the Code, Section 11(d)(vi)) of the Plan as the Committee in its sole discretion, exercised in good faith, may determine is appropriate to reflect any transaction or event described in this Section 4(b); provided, however, that any such adjustment to the numbers specified in Section 4(a)(i) of the Plan (and, to the extent consistent with Section 162(m) of the Code, Section 11(d)(vi) of the Plan) will be made only if and to the extent that such adjustment would not cause any Option intended to qualify as an Incentive Stock Option to fail to so qualify.

(c)Substitute Awards.

(i)Awards may be granted under the Plan in substitution for or in conversion of, or in connection with an assumption of, stock options, stock appreciation rights, restricted stock, restricted stock units or other stock or stock-based awards held by awardees of an entity engaging in an acquisition or merger transaction with the Company or any subsidiary of the Company.  Any conversion, substitution or assumption will be

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effective as of the close of the merger or acquisition, and, to the extent applicable, will be conducted in a manner that complies with Section 409A of the Code.

(ii)In the event that an entity acquired by the Company or any subsidiary of the Company, or with which the Company or any subsidiary of the Company merges, has shares available under a pre-existing plan previously approved by stockholders and not adopted in contemplation of such acquisition or merger, the shares available for grant pursuant to the terms of such plan (as adjusted, to the extent appropriate, to reflect such acquisition or merger) may be used for Awards made after such acquisition or merger under the Plan; provided, however, that Awards using such available shares may not be made after the date awards or grants could not have been made under the terms of the pre-existing plan absent the acquisition or merger, and may only be made to individuals who were not employees or directors of the Company or any subsidiary of the Company prior to such acquisition or merger.  The Awards so granted may reflect the original terms of the awards being assumed or substituted or converted for and need not comply with other specific terms of the Plan, and may account for Shares substituted for the securities covered by the original awards and the number of shares subject to the original awards, as well as any exercise or purchase prices applicable to the original awards, adjusted to account for differences in stock prices in connection with the transaction.

(iii)Any Shares that are issued or transferred by, or that are subject to any Awards that are granted by, or become obligations of, the Company under Sections 4(c)(i) or 4(c)(ii) of the Plan will not reduce the Shares available for issuance or transfer under the Plan or otherwise count against the limits described in Section 4(a)(i) of the Plan.  In addition, no Shares that are issued or transferred by, or that are subject to any Awards that are granted by, or become obligations of, the Company under Sections 4(c)(i) or 4(c)(ii) of the Plan will be added to the aggregate limit described in Section 4(a)(i) of the Plan.

(d)Sources of Shares Deliverable Under Awards.  Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or of treasury Shares.

Section 5.Eligibility.  Any employee of, or consultant to, the Company or any of its Affiliates (including, but not limited to, any prospective employee), or non-employee director who is a member of the Board or the board of directors of an Affiliate, shall be eligible to be selected as a Participant.

Section 6.Stock Options.

(a)Grant.  Subject to the terms of the Plan, the Committee shall have sole authority to determine the Participants to whom Options shall be granted, the number of Shares to be covered by each Option, the exercise price thereof and the conditions and limitations applicable to the exercise of the Option.  The Committee shall have the authority to grant Incentive Stock Options, or to grant Non-Qualified Stock Options, or to grant both types of Options.  In the case of Incentive Stock Options, the terms and conditions of such Awards shall be subject to and comply with such rules as may be prescribed by Section 422 of the Code and any regulations

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implementing such statute.  All Options when granted under the Plan are intended to be Non-Qualified Stock Options, unless the applicable Award Agreement expressly states that the Option is intended to be an Incentive Stock Option.  If an Option is intended to be an Incentive Stock Option, and if for any reason such Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a Non-Qualified Stock Option appropriately granted under the Plan; provided that such Option (or portion thereof) otherwise complies with the Plan’s requirements relating to Non-Qualified Stock Options.  No Option shall be exercisable more than ten years from the date of grant.

(b)Exercise Price.  The Committee shall establish the exercise price at the time each Option is granted, which exercise price shall be set forth in the applicable Award Agreement and which exercise price (except with respect to Substitute Awards) shall not be less than the Fair Market Value per Share on the date of grant.

(c)Exercise.  Each Option shall be exercisable at such times and subject to such terms and conditions as the Committee may, in its sole discretion, specify in the applicable Award Agreement.  The Committee may impose such conditions with respect to the exercise of Options, including, without limitation, any relating to the application of federal or state securities laws, as it may deem necessary or advisable.

(d)Payment.

(i)No Shares shall be delivered pursuant to any exercise of an Option until payment in full of the aggregate exercise price therefor is received by the Company.  Such payment may be made (A) in cash or its equivalent, (B) in the discretion of the Committee and subject to such rules as may be established by the Committee and applicable law, by exchanging Shares owned by the Participant (which are not the subject of any pledge or other security interest and which have been owned by such Participant for at least six months), (C) in the discretion of the Committee and subject to such rules as may be established by the Committee and applicable law, through delivery of irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the aggregate exercise price, (D) in the discretion of the Committee and subject to such rules as may be established by the Committee and applicable law, by the Company’s withholding of Shares otherwise issuable upon exercise of an Option pursuant to a “net exercise” arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the Shares so withheld will not be treated as issued and acquired by the Company upon such exercise), (E) by a combination of the foregoing, or (F) 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 Value of any such Shares so tendered to the Company or withheld as of the date of such tender or withholding is at least equal to such aggregate exercise price.

(ii)Wherever in the Plan or any Award Agreement a Participant is permitted to pay the exercise price of an Option or taxes relating to the exercise of an Option by

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delivering Shares, the Participant may, subject to procedures satisfactory to the Committee and applicable law, satisfy such delivery requirement by presenting proof of beneficial ownership of such Shares, in which case the Company shall treat the Option as exercised without further payment and shall withhold such number of Shares from the Shares acquired by the exercise of the Option.

Section 7.Stock Appreciation Rights.

(a)Grant.  Subject to the provisions of the Plan, the Committee shall have sole authority to determine the Participants to whom Stock Appreciation Rights shall be granted, the number of Shares to be covered by each Stock Appreciation Right Award, the grant price thereof and the conditions and limitations applicable to the exercise thereof.  Stock Appreciation Rights may be granted in tandem with another Award, in addition to another Award, or freestanding and unrelated to another Award.  Stock Appreciation Rights granted in tandem with or in addition to an Award may be granted either before, at the same time as the Award or at a later time.  No Stock Appreciation Right shall be exercisable more than ten years from the date of grant.

(b)Exercise and Payment.  A Stock Appreciation Right shall entitle the Participant to receive an amount equal to the excess of the Fair Market Value of one Share on the date of exercise of the Stock Appreciation Right over the grant price thereof (which grant price (except with respect to Substitute Awards) shall not be less than the Fair Market Value on the date of grant).  The Committee shall determine in its sole discretion whether a Stock Appreciation Right shall be settled in cash, Shares or a combination of cash and Shares.

Section 8.Restricted Stock and Restricted Stock Units.

(a)Grant.  Subject to the provisions of the Plan, the Committee shall have sole authority to determine the Participants to whom Shares of Restricted Stock and Restricted Stock Units shall be granted, the number of Shares of Restricted Stock and/or the number of Restricted Stock Units to be granted to each Participant, 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 the Company, and the other terms and conditions of such Awards.

(b)Transfer Restrictions.  Unless otherwise directed by the Committee, (i) certificates issued in respect of Shares of Restricted Stock shall be registered in the name of the Participant and deposited by such Participant, together with a stock power endorsed in blank, with the Company, or (ii) Shares of Restricted Stock shall be held at the Company’s transfer agent in book entry form with appropriate restrictions relating to the transfer of such Shares of Restricted Stock.  Upon the lapse of the restrictions applicable to such Shares of Restricted Stock, the Company shall, as applicable, either deliver such certificates to the Participant or the Participant’s legal representative, or the transfer agent shall remove the restrictions relating to the transfer of such Shares.  Shares of Restricted Stock and Restricted Stock Units may not be sold, assigned, transferred, pledged or otherwise encumbered, except as provided in the Plan or the applicable Award Agreement.

(c)Payment.  Each Restricted Stock Unit shall have a value equal to the Fair Market Value of one Share.  Restricted Stock Units shall be paid in cash, Shares, other securities or other

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property, as determined in the sole discretion of the Committee, upon or after the lapse of the restrictions applicable thereto, or otherwise in accordance with the applicable Award Agreement.  Dividends paid on any Shares of Restricted Stock or dividend equivalents paid on any Restricted Stock Units shall be paid directly to the Participant, withheld by the Company subject to vesting of the Restricted Stock or Restricted Stock Units, as applicable, pursuant to the terms of the applicable Award Agreement, or may be reinvested in additional Shares of Restricted Stock or in additional Restricted Stock Units, as determined by the Committee in its sole discretion.  Shares of Restricted Stock and Shares issued in respect of Restricted Stock Units may be issued with or without other payments therefor or such other consideration as may be determined by the Committee, consistent with applicable law.

Section 9.Performance Awards.

(a)Grant.  The Committee shall have sole authority to determine the Participants who shall receive a Performance Award, which shall 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 shall establish, and (iii) payable at such time and in such form as the Committee shall determine.

(b)Terms and Conditions.  Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall 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.  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.

(c)Payment of Performance Awards.  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.

Section 10.Other Stock-Based Awards.  The Committee shall have authority to grant to Participants an Other Stock-Based Award, which shall consist of any right which is (i) not an Award described in Sections 6 through 9 of the Plan, 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 (including, without limitation, securities convertible into Shares), as deemed by the Committee to be consistent with the purposes of the 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 Plan and any applicable Award Agreement, the Committee shall determine the terms and conditions of any such Other Stock-Based Award, including, but not limited to, the price, if any, at which securities may be purchased pursuant to any Other Stock-Based Award granted under the Plan.

Section 11.Performance Compensation Awards.

(a)General.  The Committee shall have the authority, at the time of grant of any Award described in Sections 8 through 10 of the Plan, to designate such Award as a Performance

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Compensation Award in order to qualify such Award as “performance-based compensation” under Section 162(m) of the Code.

(b)Eligibility.  The Committee will, in its sole discretion, designate not later than the 90th day of a Performance Period (or, if longer, within the maximum period allowed under Section 162(m) of the Code) which Participants will be eligible to receive Performance Compensation Awards in respect of such Performance Period.  Designation of a Participant eligible to receive an Award hereunder for a Performance Period shall not in any manner entitle the Participant to receive payment in respect of any Performance Compensation Award for such Performance Period.  The determination as to whether or not such Participant becomes entitled to payment in respect of any Performance Compensation Award shall be decided solely in accordance with the provisions of this Section 11.  Moreover, designation of a Participant eligible to receive an Award hereunder for a particular Performance Period shall not require designation of such Participant eligible to receive an Award hereunder in any subsequent Performance Period, and designation of one person as a Participant eligible to receive an Award hereunder shall not require designation of any other person as a Participant eligible to receive an Award hereunder for such period or any other period.

(c)Discretion of the Committee with Respect to Performance Compensation Awards.  With regard to a particular Performance Period, the Committee shall have full discretion to select the length of such Performance Period, the type(s) of Performance Compensation Awards to be issued, the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goals(s) that is/are to apply, and the Performance Formula, as applicable.  Not later than the 90th day of a Performance Period (or, if longer, within the maximum period allowed under Section 162(m) of the Code), the Committee shall, with regard to the Performance Compensation Awards to be issued for such Performance Period, exercise its discretion with respect to each of the matters enumerated in the immediately preceding sentence of this Section 11(c) and record the same in writing.

(d)Payment of Performance Compensation Awards.

(i)Unless otherwise provided in the Plan or the applicable Award Agreement, a Participant must be employed by the Company on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such Performance Period.

(ii)Limitation.  A Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that:  (1) the Performance Goals for such period are achieved; and (2) the Performance Formula as applied against such Performance Goals determines that all or some portion of such Participant’s Performance Award has been earned for the Performance Period.

(iii)Certification.  Following the completion of a Performance Period, the Committee shall review and certify in writing whether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, calculate and certify in writing that amount of the Performance Compensation Awards earned for the Performance Period based upon the Performance Formula.  The Committee shall then

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determine the actual size of each Participant’s Performance Compensation Award for the Performance Period and, in so doing, may apply Negative Discretion, if and when it deems appropriate.

(iv)Negative Discretion.  In determining the final payout of an individual Performance Compensation Award for a Performance Period, the Committee may reduce or eliminate the amount of the Performance Compensation Award earned under the Performance Formula in the Performance Period through the use of Negative Discretion if, in its sole judgment, such reduction or elimination is appropriate.

(v)Timing of Award Payments.  The Awards granted for a Performance Period shall be paid as provided for in any applicable Award Agreement.

(vi)Maximum Award Payable.  Notwithstanding any provision contained in the Plan to the contrary, the maximum Performance Compensation Award payable to any one Participant under the Plan in respect of any single calendar year (including, without limitation, as a portion of the applicable Performance Period) is [         ](5) Shares or, in the event the Performance Compensation Award is paid in cash, the equivalent cash value thereof on the first day of the Performance Period(s) to which such Performance Compensation Award relates.  Furthermore, any Performance Compensation Award that has been deferred shall not (between the date as of which the Performance Compensation Award is deferred and the payment date) increase (i) with respect to a Performance Compensation Award that is payable in cash, by a measuring factor for each fiscal year greater than a reasonable rate of interest set by the Committee or (ii) with respect to a Performance Compensation Award that is payable in Shares, by an amount greater than the appreciation of the Shares subject to such Performance Compensation Award from the date such Performance Compensation Award is deferred to the payment date.

Section 12.Amendment and Termination.

(a)Amendments to the Plan.  The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided that if an amendment to the Plan (i) would materially increase the benefits accruing to Participants under the Plan, (ii) would materially increase the number of securities which may be issued under the Plan, or (iii) must otherwise be approved by the stockholders of the Company in order to comply with applicable law or the rules of the principal national securities exchange upon which the Shares are traded or quoted, such amendment will be subject to stockholder approval and will not be effective unless and until such approval has been obtained; and provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially impair the rights of any Participant or any holder or beneficiary of any Award previously granted shall not be effective without the written consent of the affected Participant, holder or beneficiary.

(b)Amendments to Awards.  The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted, except in the case of a Performance Compensation Award where such action

(5)  To equal 15% of Shares reserved under the Plan.

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would result in the loss of the otherwise available exemption of the Performance Compensation Award under Section 162(m) of the Code (in such case, the Committee will not make any modification of the Performance Criteria/Goals with respect to such Performance Compensation Award); provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially impair the rights of any Participant or any holder or beneficiary of any Award previously granted shall not be effective without the written consent of the affected Participant, holder or beneficiary.

(c)Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events.  The Committee is hereby authorized to make equitable adjustments in the terms and conditions of, and the criteria included in, all outstanding Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4(b) hereof) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

(d)Repricing.  Except in connection with a corporate transaction or event described in Section 4(b) hereof, the terms of outstanding Awards may not be amended to reduce the exercise price of Options or the grant price of Stock Appreciation Rights, or to cancel Options or Stock Appreciation Rights in exchange for cash, other Awards or Options or Stock Appreciation Rights with an exercise price or grant price, as applicable, that is less than the exercise price of the original Options or grant price of the original Stock Appreciation Rights, as applicable, without stockholder approval.  This Section 12(d) is intended to prohibit the repricing of “underwater” Options and Stock Appreciation Rights and will not be construed to prohibit the adjustments provided for in Section 4(b) of the Plan.

Section 13.Change in Control.

In the event of a Change in Control, unless otherwise determined by the Committee in a written resolution upon or prior to the date of grant or set forth in an applicable Award Agreement, the following acceleration, exercisability and valuation provisions will apply:

(a)Upon a Change in Control, each then-outstanding Option and Stock Appreciation Right will become fully vested and exercisable, and the restrictions applicable to each outstanding Restricted Stock Award, Restricted Stock Unit Award, Performance Award or Other Stock-Based Award will lapse, and each 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), except to the extent that an award meeting the requirements of Section 13(b) hereof (a “Replacement Award”) is provided to the Participant holding such Award in accordance with Section 13(b) hereof to replace or adjust such outstanding Award (a “Replaced Award”).

(b)An award meets the conditions of this Section 13(b) (and hence qualifies as a Replacement Award) if (i) it is of the same type (e.g., stock option for Option, restricted stock for Restricted Stock, restricted stock unit for Restricted Stock Unit, etc.) as the Replaced Award, (ii) it has a value at least equal to the value of the Replaced Award, (iii) it relates to publicly traded equity securities of the Company or its successor in the Change in Control or another

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entity that is affiliated with the Company or its successor following the Change in Control, (iv) if the Participant holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences to such Participant under the Code of the Replacement Award are not less favorable to such Participant than the tax consequences of the Replaced Award, and (v) its other terms and conditions are not less favorable to the Participant holding the Replaced Award than the terms and conditions of the Replaced Award (including, but not limited to, the provisions that would apply in the event of a subsequent Change in Control).  Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the preceding sentence are satisfied.  The determination of whether the conditions of this Section 13(b) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion (taking into account the requirements of Treasury Regulation 1.409A-3(i)(5)(iv)(B) and compliance of the Replaced Award or Replacement Award with Section 409A of the Code).  Without limiting the generality of the foregoing, the Committee may determine the value of Awards and Replacement Awards that are stock options by reference to either their intrinsic value or their fair value.

(c)Upon the Involuntary Termination, during the period of two years immediately following a Change in Control, of a Participant holding Replacement Awards, (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 Stock Appreciation Rights held by the Participant immediately before such Involuntary Termination that the Participant also held as of the date of the Change in Control and all stock options and stock appreciation rights that constitute Replacement Awards will remain exercisable for a period of 90 days following such Involuntary Termination or until the expiration of the stated term of such stock option or stock appreciation right, whichever period is shorter (provided, however, that, if the applicable Award Agreement provides for a longer period of exercisability, that provision will control).

(d)Notwithstanding anything in the Plan or any Award Agreement to the contrary, to the extent that any provision of the Plan or an applicable Award Agreement would cause a payment of deferred compensation that is subject to Section 409A of the Code to be made upon the occurrence of (i) a Change in Control, then such payment shall not be made unless such Change in Control also constitutes a “change in control event” within the meaning of Section 409A of the Code and the regulatory guidance promulgated thereunder or (ii) a termination of employment or service, then such payment shall not be made unless such termination of employment or service also constitutes a “separation from service” within the meaning of Section 409A of the Code and the regulatory guidance promulgated thereunder.  Any payment that would have been made except for the application of the preceding sentence shall 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 and/or performance requirements.

Section 14.Non-U.S. Participants.  In order to facilitate the granting of any Award or combination of Awards under the Plan, the Committee may provide for such special terms for awards to Participants who are foreign nationals or who are employed by the Company or any Affiliate outside of the United States of America or who provide services to the Company or an

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Affiliate under an agreement with a foreign nation or agency, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom.  Moreover, the Committee may approve such supplements to or amendments, restatements or alternative versions of the Plan (including, without limitation, sub-plans) as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of the Plan as in effect for any other purpose, and the Secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner as the Plan.  No such special terms, supplements, amendments or restatements, however, will include any provisions that are inconsistent with the terms of the Plan as then in effect unless the Plan could have been amended to eliminate such inconsistency without further approval by the stockholders of the Company.

Section 15.Detrimental Activity and Recapture Provisions.  Any Award Agreement may provide for the cancellation or forfeiture of an Award or the forfeiture and repayment to the Company 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, including, without limitation, in the event that a Participant, during employment or other service with the Company or an Affiliate, shall engage in activity detrimental to the business of the Company.  In addition, notwithstanding anything in the Plan to the contrary, any Award Agreement may also provide for the cancellation or forfeiture of an Award or the forfeiture and repayment to the Company of any gain related to an Award, or other provisions intended to have a similar effect, upon such terms and conditions as may be required by the Committee or under Section 10D of the Exchange Act and any applicable rules or regulations promulgated by the SEC or any national securities exchange or national securities association on which the Shares may be traded or under any clawback policy adopted by the Company.

Section 16.General Provisions.

(a)Nontransferability.

(i)Each Award, and each right under any Award, shall be exercisable only by the Participant during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s legal guardian or representative.

(ii)No Award may be sold, assigned, alienated, pledged, attached or otherwise transferred or encumbered by a Participant otherwise than by will or by the laws of descent and distribution, and any such purported sale, assignment, alienation, pledge, attachment, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute a sale, assignment, alienation, pledge, attachment, transfer or encumbrance.  In no event may any Award granted under the Plan be transferred for value.

(iii)Notwithstanding the foregoing, at the discretion of the Committee, an Award may be transferred by a Participant solely to the Participant’s spouse, siblings, parents, children and grandchildren or trusts for the benefit of such persons or partnerships, corporations, limited liability companies or other entities owned solely by

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such persons, including, but not limited to, trusts for such persons, subject to any restriction in the applicable Award Agreement.

(b)Dividend Equivalents.  In the sole discretion of the Committee, an Other Stock-Based Award or an Award granted pursuant to Sections 8 or 9 hereof, may provide the Participant with dividends or dividend equivalents, payable in cash, Shares, other securities or other property on a current or deferred basis; provided, that in the case of Awards with respect to which any applicable Performance Goals have not been achieved, dividends and dividend equivalents may be paid only on a deferred basis, to the extent the underlying Award vests.

(c)No Rights to Awards.  No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, Awards, or holders or beneficiaries of Awards.  The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each or any Participant (whether or not such Participants are similarly situated).

(d)Share Certificates.  Shares or other securities of the Company or any Affiliate delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the SEC, any stock exchange upon which such Shares or other securities are then listed, and any applicable Federal or state laws.  The Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(e)Withholding.

(i)A Participant may be required to pay to the Company or any Affiliate, and, subject to Section 409A of the Code, the Company or any Affiliate shall have the right and is hereby 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 Plan, and to take such other action(s) as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes.

(ii)Without limiting the generality of clause (i) above, in the discretion of the Committee and subject to such rules as it may adopt (including, without limitation, any as may be required to satisfy applicable tax and/or non-tax regulatory requirements) and applicable law, a Participant may satisfy, in whole or in part, the foregoing 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 the Company withhold from the number of Shares otherwise issuable pursuant to the exercise of the Option (or the settlement of such Award in Shares) a number of Shares with a Fair Market Value equal to such withholding liability.

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(f)Award Agreements.  Each Award hereunder shall be evidenced by an Award Agreement, which shall be delivered to the Participant and shall specify the terms and conditions of the Award and any rules applicable thereto, including, but not limited to, the effect on such Award of the death, disability or termination of employment or service of a Participant and the effect, if any, of such other events as may be determined by the Committee.

(g)No Limit on Other Compensation Arrangements.  Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other compensation arrangements, which may, but need not, provide for the grant of options, restricted stock, restricted stock units, Shares and other types of Awards provided for hereunder (subject to stockholder approval if such approval is required), and such arrangements may be either generally applicable or applicable only in specific cases.

(h)No Right to Employment.  The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of, or in any consulting or other service relationship to, or as a director on the Board or board of directors, as applicable, of, the Company or any Affiliate.  Further, the Company or an Affiliate may at any time dismiss a Participant from employment or discontinue any consulting or other service relationship, free from any liability or any claim under the Plan or any Award Agreement, unless otherwise expressly provided in any applicable Award Agreement or any applicable employment or other service contract or agreement with the Company or an Affiliate.

(i)No Rights as Stockholder.  Subject to the provisions of the applicable Award, no Participant or holder or beneficiary of any Award shall have any rights as a stockholder with respect to any Shares to be distributed under the Plan until he or she has become the holder of such Shares.  Notwithstanding the foregoing, in connection with each grant of Restricted Stock hereunder, the applicable Award shall specify if and to what extent the Participant shall be entitled to the rights of a stockholder in respect of such Restricted Stock.

(j)Governing Law.  The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan and any Award Agreement shall be determined in accordance with the laws of the State of Delaware, applied without giving effect to its conflict of laws principles.

(k)Severability.  If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

(l)Other Laws.  The Committee may refuse to issue or transfer any Shares or other consideration under an Award if, acting in its sole discretion, it determines that the issuance or transfer of such Shares or such other consideration might violate any applicable law or regulation or entitle the Company to recover the same under Section 16(b) of the Exchange Act, and any

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payment tendered to the Company by a Participant, other holder or beneficiary in connection with the exercise of such Award shall be promptly refunded to the relevant Participant, holder or beneficiary.  Without limiting the generality of the foregoing, no Award granted hereunder shall be construed as an offer to sell securities of the Company, and no such offer shall be outstanding, unless and until the Committee in its sole discretion has determined that any such offer, if made, would be in compliance with the requirements of all applicable securities laws.

(m)No Trust or Fund Created.  Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person.  To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or such Affiliate.

(n)No Fractional Shares.  No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Shares or whether such fractional Shares or any rights thereto shall be canceled, terminated, or otherwise eliminated without additional consideration.

(o)Deferrals.  In the event the Committee permits a Participant to defer any Award payable in the form of cash, all such elective deferrals shall be accomplished by the delivery of a written, irrevocable election by the Participant on a form provided by the Company.  All deferrals shall be made in accordance with administrative guidelines established by the Committee to ensure that such deferrals comply with all applicable requirements of Section 409A of the Code.

(p)Headings.  Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference.  Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

Section 17.Compliance with Section 409A of the Code.

(a)To the extent applicable, it is intended that the Plan and any Awards granted hereunder comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Participants.  The Plan and any Awards granted hereunder shall be administered in a manner consistent with this intent.  Any reference in the Plan to Section 409A of the Code will also include any regulations or any other formal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

(b)Neither a Participant nor any of a Participant’s creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A of Code) payable under the Plan and Awards granted hereunder to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment.  Except as permitted under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to a Participant or for a Participant’s benefit under the Plan

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and Awards granted hereunder may not be reduced by, or offset against, any amount owing by a Participant to the Company or any of its Affiliates.

(c)If, at the time of a Participant’s separation from service (within the meaning of Section 409A of the Code), (i) the Participant shall be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it on the earlier of (A) the first business day of the seventh month following the Participant’s separation from service or (B) the date of the Participant’s death.

(d)Notwithstanding anything to the contrary in the Plan or any Award Agreement, to the extent that the Plan and/or Awards granted hereunder are subject to Section 409A of the Code, the Committee may, in its sole discretion and without a Participant’s prior consent, amend the Plan and/or Award, adopt policies and procedures, or take any other actions (including, without limitation, amendments, policies, procedures and actions with retroactive effect) as the Committee determines are necessary or appropriate to (i) exempt the Plan and/or any Award from the application of Section 409A of the Code, (ii) preserve the intended tax treatment of any such Award, or (iii) comply with the requirements of Section 409A of the Code, including, without limitation, any regulations or other guidance that may be issued after the date of the grant.  In any case, notwithstanding anything to the contrary, a Participant shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant or for a Participant’s account in connection with the Plan and Awards granted hereunder (including, but not limited to, any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold a Participant harmless from any or all of such taxes or penalties.

Section 18.Term of the Plan.

(a)Effective Date.  The Plan shall be effective as of [         ], 2016, which was the date of its approval by the Board (the “Effective Date”), subject to approval of the Plan by the stockholders of the Company within 12 months of the Effective Date (with such approval of stockholders being a condition to the right of each Participant to receive any Awards or benefits hereunder).  Any Awards granted under the Plan prior to such approval of stockholders shall be effective as of the date of grant (unless, with respect to any Award, the Committee specifies otherwise at the time of grant), but no such Award may be exercised or settled, and no restrictions relating to any Award may lapse, prior to such stockholder approval, and if stockholders fail to approve the Plan as specified hereunder, any such Award shall be canceled.

(b)Expiration Date.  No Award will be granted under the Plan more than ten years after the Effective Date, but all Awards granted on or prior to such date will continue in effect thereafter subject to the terms thereof and of the Plan.

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EX-10.30

Exhibit 10.30

NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

RED ROCK RESORTS, INC.
2016 Equity Incentive Plan

This NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), is made as of [          ] (the “Grant Date”) between Red Rock Resorts, Inc., a Delaware corporation (the “Company”), and [         ] (the “Participant”), and is made pursuant to the terms of the Company’s 2016 Equity Incentive Plan (the “Plan”).  Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.

Section 1.Option.  The Company hereby grants to the Participant, as of the Date of Grant, the right and option (this “Option”) to purchase [    ] Shares, at a price per Share equal to $[    ] (the “Exercise Price”), subject to such vesting, transfer and other restrictions and conditions as set forth in this Agreement (the “Award”).  This Option is not intended to qualify as an Incentive Stock Option.

Section 2.Vesting Requirements.

(a)Generally. Except as otherwise provided herein, 25% of this Option shall vest and become exercisable on each of the first four anniversaries of [     , 2016](1) (each, a “Vesting Date”), subject to the Participant’s continuous service or employment with the Company and its Affiliates (“Service”) from the Grant Date through the applicable Vesting Date.

(b)Terminations of Service.  Subject to Section 13 of the Plan, upon the occurrence of a termination of the Participant’s Service for any reason, the unvested portion of this Option shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with respect thereto.

Section 3.Term.  This Option shall terminate upon the earliest to occur of the following:

(a)Expiration. This Option shall terminate immediately upon the seventh anniversary of the Grant Date (the “Expiration Date”).

(b)Death; Disability.  If the Participant’s Service is terminated due to the Participant’s death or Disability, then the vested portion of this Option shall remain exercisable until the one-year anniversary of such termination (at which time this Option shall be cancelled), but not later than the Expiration Date.

(c)Involuntary Termination.  In the event of an Involuntary Termination of the Participant’s Service, the vested portion of this Option shall remain exercisable for 90 days following such termination (at which time this Option shall be cancelled), but not later than the Expiration Date.

(1)  To be the IPO date.

(d)Cause.  If the Participant’s Service is terminated for Cause, then this Option (both the vested and unvested portions) shall be cancelled immediately upon the occurrence of such termination.

(e)Other Terminations of Service.  If the Participant’s Service is terminated in a manner that is not otherwise specified in this Section 3, then the vested portion of this Option shall remain exercisable for 30 days following such termination (at which time this Option shall be cancelled), but not later than the Expiration Date.

Section 4.Exercise.  Subject to the terms of this Agreement and the Plan, the vested portion of this Option may be exercised, in whole or in part, in cash or in any other form of legal consideration that may be acceptable to the Committee in accordance with the terms of the Plan.

Section 5.Restrictions on Transfer.  No portion of this Option (nor any interest therein) may be sold, assigned, alienated, pledged, attached or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any such purported sale, assignment, alienation, pledge, attachment, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute a sale, assignment, alienation, pledge, attachment, transfer or encumbrance.  Notwithstanding the foregoing, at the discretion of the Committee, this Option may be transferred by the Participant solely to the Participant’s spouse, siblings, parents, children and grandchildren or trusts for the benefit of such persons or partnerships, corporations, limited liability companies or other entities owned solely by such persons, including, but not limited to, trusts for such persons.

Section 6.Investment Representation.  Upon acquisition of Shares pursuant to this Option at a time when there is not in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) relating to the Shares, the Participant hereby represents and warrants, and by virtue of such acquisition shall be deemed to represent and warrant, to the Company that the Shares shall be acquired for investment and not with a view to the distribution thereof, and not with any present intention of distributing the same, and the Participant shall provide the Company with such further representations and warranties as the Company may require in order to ensure compliance with applicable federal and state securities, blue sky and other laws.  No Shares shall be acquired unless and until the Company and/or the Participant shall have complied with all applicable federal or state registration, listing and/or qualification requirements and all other requirements of law or of any regulatory agencies having jurisdiction, unless the Committee has received evidence satisfactory to it that the Participant may acquire such shares pursuant to an exemption from registration under the applicable securities laws.  Any determination in this connection by the Committee shall be final, binding and conclusive.  The Company reserves the right to legend any certificate or book entry representation of the Shares, conditioning sales of such shares upon compliance with applicable federal and state securities laws and regulations.

Section 7.Securities Laws/Legend on Certificates.  The issuance and delivery of certificates representing Shares acquired pursuant to this Option shall comply with all applicable requirements of law, including without limitation the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of

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any stock exchange or other securities market on which the Company’s securities may then be traded.  If the Company deems it necessary to ensure that the issuance of securities under the Plan is not required to be registered under any applicable securities laws, each Participant to whom such security would be issued shall deliver to the Company an agreement or certificate containing such representations, warranties and covenants as the Company which satisfies such requirements. The certificates representing the Shares acquired pursuant to this Option shall be subject to such stop transfer orders and other restrictions as the Committee may deem reasonably advisable, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

Section 8.Adjustments.  The Award granted hereunder shall be subject to the adjustment as provided in Section 4(b) of the Plan.

Section 9.No Right of Continued Service.  Nothing in the Plan or this Agreement shall confer upon the Participant any right to continued Service.

Section 10.Tax Withholding.  This Agreement and the Award shall be subject to tax and/or other withholding in accordance with Section 16(e) of the Plan.

Section 11.No Rights as a Stockholder; No Dividends.  The Participant shall not have any privileges of a stockholder of the Company with respect to this Option, including without limitation any right to vote any Shares underlying this Option or to receive dividends or other distributions in respect thereof, unless and until Shares underlying this Option are delivered to the Participant following the exercise of this Option in accordance with Section 4 hereof.

Section 12.Clawback.  The Award will be subject to recoupment in accordance with any existing clawback policy or clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law.  The implementation of any clawback policy will not be deemed a triggering event for purposes of any definition of “good reason” for resignation or “constructive termination.”

Section 13.Amendment and Termination.  Subject to the terms of the Plan, any amendment to this Agreement shall be in writing and signed by the parties hereto.  Notwithstanding the immediately-preceding sentence, subject to the terms of the Plan, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, this Agreement and/or the Award; provided that, subject to the terms of the Plan, any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially impair the rights of the Participant or any holder or beneficiary of the Award shall not be effective without the written consent of the Participant, holder or beneficiary.

Section 14.Construction.  The Award granted hereunder is granted by the Company pursuant to the Plan and is in all respects subject to the terms and conditions of the Plan.  The Participant hereby acknowledges that a copy of the Plan has been delivered to the Participant and accepts the Award hereunder subject to all terms and provisions of the Plan, which are incorporated herein by reference.  In the event of a conflict or ambiguity between any

3

term or provision contained herein and a term or provision of the Plan, the Plan will govern and prevail.  The construction of and decisions under the Plan and this Agreement are vested in the Committee, whose determinations shall be final, conclusive and binding upon the Participant.

Section 15.Governing Law.  This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without giving effect to the choice of law principles thereof.

Section 16.Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

Section 17.Binding Effect.  This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

Section 18.Entire Agreement.  This Agreement and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof and thereof, merging any and all prior agreements.

[SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the Grant Date.

RED ROCK RESORTS, INC.
By:
Name:
Title:
PARTICIPANT
Participant’s Signature	Date
Name:
Address:
Address:

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EX-10.31

Exhibit 10.31

RESTRICTED STOCK AWARD AGREEMENT

RED ROCK RESORTS, INC.
2016 Equity Incentive Plan

This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), is made as of [          ] (the “Grant Date”) between Red Rock Resorts, Inc., a Delaware corporation (the “Company”), and [         ] (the “Participant”), and is made pursuant to the terms of the Company’s 2016 Equity Incentive Plan (the “Plan”).  Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.

Section 1.Restricted Stock.  The Company hereby issues to the Participant, as of the Date of Grant, [   ] restricted Shares (the “Restricted Shares”), subject to such vesting, transfer and other restrictions and conditions as set forth in this Agreement (the “Award”).

Section 2.Vesting Requirements.

(a)Generally. Except as otherwise provided herein, 50% of the Restricted Shares shall vest and become non-forfeitable on each of the third and fourth anniversaries of [     , 2016](1) (each, a “Vesting Date”), subject to the Participant’s continuous service or employment with the Company and its Affiliates (“Service”) from the Grant Date through the applicable Vesting Date.

(b)Terminations of Service.  Subject to Section 13 of the Plan, upon the occurrence of a termination of the Participant’s Service for any reason, all outstanding and unvested Restricted Shares shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with respect thereto.  Notwithstanding anything to the contrary herein, upon a termination of the Participant’s Service for Cause, all unvested Restricted Shares shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with respect thereto.

Section 3.Settlement.  Subject to the terms of this Agreement and the Plan, on the date that any Restricted Shares vest and became non-forfeitable pursuant to Section 2 hereof, the restrictions thereon shall immediately lapse.

Section 4.Restrictions on Transfer.  No Restricted Shares (nor any interest therein) may be sold, assigned, alienated, pledged, attached or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any such purported sale, assignment, alienation, pledge, attachment, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute a sale, assignment, alienation, pledge, attachment, transfer or encumbrance.  Notwithstanding the foregoing, at the discretion of the Committee, Restricted Shares may be transferred by the Participant solely to the Participant’s spouse, siblings, parents, children and grandchildren or trusts for the benefit of such persons or partnerships, corporations, limited liability companies or other entities owned solely by such persons, including, but not limited to, trusts for such persons.

(1)  To be the IPO date.

Section 5.Investment Representation.  Upon acquisition of the Restricted Shares at a time when there is not in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) relating to the Shares, the Participant hereby represents and warrants, and by virtue of such acquisition shall be deemed to represent and warrant, to the Company that the Shares shall be acquired for investment and not with a view to the distribution thereof, and not with any present intention of distributing the same, and the Participant shall provide the Company with such further representations and warranties as the Company may require in order to ensure compliance with applicable federal and state securities, blue sky and other laws.  No Shares shall be acquired unless and until the Company and/or the Participant shall have complied with all applicable federal or state registration, listing and/or qualification requirements and all other requirements of law or of any regulatory agencies having jurisdiction, unless the Committee has received evidence satisfactory to it that the Participant may acquire such shares pursuant to an exemption from registration under the applicable securities laws.  Any determination in this connection by the Committee shall be final, binding and conclusive.  The Company reserves the right to legend any certificate or book entry representation of the Shares, conditioning sales of such shares upon compliance with applicable federal and state securities laws and regulations.

Section 6.Securities Laws/Legend on Certificates.  The issuance and delivery of certificates representing vested Restricted Shares shall comply with all applicable requirements of law, including without limitation the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded.  If the Company deems it necessary to ensure that the issuance of securities under the Plan is not required to be registered under any applicable securities laws, each Participant to whom such security would be issued shall deliver to the Company an agreement or certificate containing such representations, warranties and covenants as the Company which satisfies such requirements. The certificates representing the vested Restricted Shares shall be subject to such stop transfer orders and other restrictions as the Committee may deem reasonably advisable, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

Section 7.Adjustments.  The Award granted hereunder shall be subject to the adjustment as provided in Section 4(b) of the Plan.

Section 8.Section 83(b).  The Participant may make an election under Section 83(b) of the Code with respect to the Restricted Shares and filing a copy of such election with the Company within 30 days of the Grant Date.  If the Participant makes such an election, the grant of Restricted Shares shall be conditioned upon the prompt payment by the Participant to the Company of an amount equal to the applicable federal, state and local income taxes and other amounts required to be withheld in connection with such election.  The Participant is advised to consult with the Participant’s own tax advisors regarding the purchase and holding of the Restricted Shares, and the Company shall bear no liability for any consequence of the Participant making and 83(b) election or failing to make an 83(b) election.

Section 9.No Right of Continued Service.  Nothing in the Plan or this Agreement shall confer upon the Participant any right to continued Service.

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Section 10.Tax Withholding.  This Agreement and the Award shall be subject to tax and/or other withholding in accordance with Section 16(e) of the Plan.

Section 11.Rights as a Stockholder; Dividends.  The Participant shall have the privileges of a stockholder of the Company with respect to the Restricted Shares, including without limitation any right to vote any Restricted Shares or to receive dividends or other distributions in respect thereof; provided that any such dividends or other distributions shall be paid only on a deferred basis, to the extent that the underlying Restricted Shares vest.

Section 12.Clawback.  The Award will be subject to recoupment in accordance with any existing clawback policy or clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law.  The implementation of any clawback policy will not be deemed a triggering event for purposes of any definition of “good reason” for resignation or “constructive termination.”

Section 13.Amendment and Termination.  Subject to the terms of the Plan, any amendment to this Agreement shall be in writing and signed by the parties hereto.  Notwithstanding the immediately-preceding sentence, subject to the terms of the Plan, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, this Agreement and/or the Award; provided that, subject to the terms of the Plan, any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially impair the rights of the Participant or any holder or beneficiary of the Award shall not be effective without the written consent of the Participant, holder or beneficiary.

Section 14.Construction.  The Award granted hereunder is granted by the Company pursuant to the Plan and is in all respects subject to the terms and conditions of the Plan.  The Participant hereby acknowledges that a copy of the Plan has been delivered to the Participant and accepts the Award hereunder subject to all terms and provisions of the Plan, which are incorporated herein by reference.  In the event of a conflict or ambiguity between any term or provision contained herein and a term or provision of the Plan, the Plan will govern and prevail.  The construction of and decisions under the Plan and this Agreement are vested in the Committee, whose determinations shall be final, conclusive and binding upon the Participant.

Section 15.Governing Law.  This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without giving effect to the choice of law principles thereof.

Section 16.Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

Section 17.Binding Effect.  This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

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Section 18.Entire Agreement.  This Agreement and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof and thereof, merging any and all prior agreements.

[SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the Grant Date.

RED ROCK RESORTS, INC.
By:
Name:
Title:
PARTICIPANT
Participant’s Signature	Date
Name:
Address:
Address:

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EX-23.1

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 with respect to Station Casinos Corp. and Station Holdco LLC, included in Amendment No. 3 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

February 12, 2016