STATION CASINOS, INC.
7.75% Senior Notes Due 2016
New York, New York
August 1, 2006
Banc of America Securities LLC
Deutsche Bank Securities Inc.
Wachovia Capital Markets, LLC
Wells Fargo Securities, LLC
Greenwich Capital Markets, Inc.
Calyon Securities (USA) Inc.
Commerzbank Capital Markets Corp.
J.P. Morgan Securities Inc.
Scotia Capital (USA) Inc.
Goldman, Sachs & Co.
c/o Banc of America Securities LLC
9 West 57th Street
New York, New York 10019
Ladies and Gentlemen:
Station Casinos, Inc., a Nevada corporation (the “Company”), confirms its agreement with Banc of America Securities LLC (“BofA”), Deutsche Bank Securities Inc., Wachovia Capital Markets, LLC, Wells Fargo Securities, LLC, Greenwich Capital Markets, Inc., Calyon Securities (USA) Inc., Commerzbank Capital Markets Corp., J.P. Morgan Securities Inc., Scotia Capital (USA) Inc. and Goldman, Sachs & Co. (collectively, the “Underwriters”), for whom BofA is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule I and as otherwise described in Section 2 hereof of $400,000,000 aggregate principal amount of its 7.75% Senior Notes due 2016 (the “Notes”). The Notes will be issued pursuant to the provisions of a base indenture (the “Base Indenture”), dated as of August 1, 2006, as supplemented by a supplemental indenture (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) to be dated on or about August 15, 2006 between the Company and Law Debenture Trust Company of New York, as trustee. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Indenture. This Agreement and the Indenture are hereinafter referred to collectively as the “Operative Documents.”
The Company hereby confirms its engagement of Goldman, Sachs & Co. as, and Goldman, Sachs & Co. hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter” within the meaning of Rule 2720(b)(15) of the National Association of Securities Dealers, Inc. (the “NASD”) with respect to the offering and sale of the Notes. Goldman, Sachs & Co., in its capacity as the qualified independent underwriter and not otherwise, is referred to herein as the “QIU”. As compensation for the services of the QIU hereunder, the Company agrees to pay the QIU $10,000 on the Closing Date.
1. Representations and Warranties. The Company represents and warrants to, and agrees with, the Underwriters and the QIU as set forth below in this Section 1.
(a) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-134936), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of the Notes. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at each time of effectiveness under the Securities Act of 1933 and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act or the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), is called the “Registration Statement.” Any preliminary prospectus included in the Registration Statement is hereafter called a “preliminary prospectus.” The term “Prospectus” shall mean the final prospectus relating to the Notes that is first filed pursuant to Rule 424(b) of the Securities Act after the date and time that this Agreement is executed and delivered by the parties hereto (the “Execution Time”). Any reference herein to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act; any reference to any amendment or supplement to any preliminary prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such preliminary prospectus or Prospectus, as the case may be, under the Exchange Act, and incorporated by reference in such preliminary prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement.
(b) The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission.