THIS VOTING AGREEMENT (this “Agreement”) is dated as of February 23, 2007, by and among Station Casinos, Inc., a Nevada corporation (the “Company”) (except with respect to Section 2.01, 2.01, 2.01, 2.01 or 4.04 below) Fertitta Colony Partners LLC, a Nevada limited liability company (“Parent”), and the Persons executing this Agreement as “Contributing Stockholders” on the signature page hereto (each, a “Contributing Stockholder” and, collectively, the “Contributing Stockholders”).
WHEREAS, simultaneously with the execution and delivery of this Agreement, Parent and the Company have entered into an Agreement and Plan of Merger, as it may be amended, supplemented, modified or waived from time to time (the “Merger Agreement”), which provides, among other things, for the Merger of a subsidiary of Parent with and into the Company, upon the terms and subject to the conditions set forth therein;
WHEREAS, each Contributing Stockholder or an Affiliate controlled by such Contributing Stockholder is the record and Beneficial Owner of, and has the sole right to vote and dispose of, that number of Shares set forth next to such Contributing Stockholder’s name on Schedule A hereto; and
WHEREAS, as an inducement to Parent and the Company entering into the Merger Agreement and incurring the obligations therein, Parent and the Company have required that each Contributing Stockholder, and each Contributing Stockholder has agreed to, enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual premises, covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
Section 1.01 Capitalized Terms. Capitalized terms used in this Agreement and not defined herein have the meanings ascribed to such terms in the Merger Agreement.
Section 1.02 Other Definitions. For the purposes of this Agreement:
(a) “Beneficial Owner” or “Beneficial Ownership” with respect to any securities means having “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act).
(b) “Expiration Time” has the meaning set forth in Section 2.01.
(c) “Legal Actions” means any claims, actions, suits, demand letters, judicial, administrative or regulatory proceedings, or hearings, notices of violation, or investigations.
(d) “Owned Shares” has the meaning set forth in Section 2.01.
(e) “Permit” means any authorization, license, consent, certificate, registration, approval, order and other permit of any Governmental Entity.
(f) “Representative” means, with respect to any particular Person, any director, officer, employee, agent or other representative of such Person, including any consultant, accountant, legal counsel or investment banker.
(g) “Shares” has the meaning ascribed thereto in the Merger Agreement, and will also include for purposes of this Agreement all shares or other voting securities into which Shares may be reclassified, sub-divided, consolidated or converted and any rights and benefits arising therefrom, including any dividends or distributions of securities which may be declared in respect of the Shares and entitled to vote in respect of the matters contemplated by Article II.
(h) “Transfer” means, with respect to a security, the sale, grant, assignment, transfer, pledge, encumbrance, hypothecation or other disposition of such security or the Beneficial Ownership thereof (including by operation of Law), or the entry into any Contract to effect any of the foregoing, including, for purposes of this Agreement, the transfer or sharing of any voting power of such security or other rights in or of such security, the granting of any proxy with respect to such security, depositing such security into a voting trust or entering into a voting agreement with respect to such security.