Holdco LLC Agreement (as in effect on the Issue Date or as may be amended, modified or replaced from time so long as such amendment, modification or replacement is not materially adverse to
holders of the Notes); provided that Company Tax Payments in respect of Holdcos members actual state and United States federal income tax liabilities in respect of income earned by Unrestricted Subsidiaries during any period shall be
permitted solely to the extent of payments received from (or credits used by) Unrestricted Subsidiaries pursuant to the Subsidiary Tax Sharing Agreement with respect to such period.
Clearstream means Clearstream Banking, S.A.
Company means Station Casinos LLC, a Nevada limited liability company, and any and all successors thereto that become party
to this Indenture in accordance with its terms.
Consolidated Coverage Ratio means, with respect to any Person on any
Determination Date, the ratio of:
(1) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently
ended prior to such date for which internal financial reports are available ended not more than 135 days prior to such date, to
(2) Consolidated Interest Expense during such period (other than non-cash Consolidated Interest Expense attributable to the
Notes and loans under the Bank Credit Agreement);
provided, that the Consolidated Coverage Ratio shall be calculated giving pro forma effect as of
the beginning of the applicable period, to any Asset Acquisition, Incurrence, repayment or redemption of Indebtedness (including the Notes), issuance or redemption of Disqualified Capital Stock, Asset Sale, designation of an Unrestricted Subsidiary
as a Restricted Subsidiary or designation of a Restricted Subsidiary as an Unrestricted Subsidiary, at any time during or subsequent to such period, but on or prior to the applicable Determination Date.
In making such computation, Consolidated Interest Expense:
(1) attributable to any Indebtedness bearing a floating interest rate shall be computed on a pro forma basis as if the rate in
effect on the date of computation had been the applicable rate for the entire period (except that such interest on Indebtedness, to the extent covered by agreements relating to Interest Swap Obligations, shall be deemed to accrue at the rate per
annum resulting after giving effect to the operation of such agreements), or
(2) attributable to interest on any
Indebtedness under a revolving Credit Facility shall be computed on a pro forma basis based upon the average daily balance of such Indebtedness outstanding during the applicable period.
It is understood that the Company may rely on internal or publicly reported financial reports even though there may be subsequent adjustments
(including review and audit adjustments) to such financial statements. For avoidance of doubt, any action taken or not taken in compliance with a covenant in this Indenture which is based upon or made in reliance on a computation of the Consolidated
Coverage Ratio by the Company based on such internal or publicly reported financial statements shall be deemed to continue to comply with the applicable covenant, notwithstanding any subsequent adjustments that may result in changes to such internal
or publicly reported financial statements.