Exhibit 2.1

UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEVADA

THIS PROPOSED DISCLOSURE STATEMENT HAS NOT BEEN APPROVED BY THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF NEVADA UNDER SECTION 1125(b) OF THE BANKRUPTCY CODE FOR USE IN THE SOLICITATION OF ACCEPTANCES OF THE PLAN DESCRIBED HEREIN.  ACCORDINGLY, THE FILING AND DISTRIBUTION OF THIS PROPOSED DISCLOSURE STATEMENT IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS A SOLICITATION OF ACCEPTANCES OF SUCH PLAN.  THE INFORMATION CONTAINED HEREIN SHOULD NOT BE RELIED UPON FOR ANY PURPOSE UNLESS AND UNTIL A DETERMINATION HAS BEEN MADE BY THE BANKRUPTCY COURT THAT THIS DISCLOSURE STATEMENT CONTAINS “ADEQUATE INFORMATION” WITHIN THE MEANING OF SECTION 1125(a) OF THE BANKRUPTCY CODE.

Legend to be removed upon entry of Disclosure Statement Order by the Clerk of the Bankruptcy Court.

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PURSUANT TO BANKRUPTCY CODE SECTION 1128, A CONFIRMATION HEARING WILL BE HELD WITH RESPECT TO THE FIRST AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION FOR STATION CASINOS, INC. AND ITS AFFILIATED DEBTORS (DATED JULY 28, 2010) (THE “PLAN”) ON AUGUST 27, 2010, AT 10:00 A.M. (PREVAILING PACIFIC TIME) AND, IF NECESSARY, CONTINUING ON AUGUST 30, 2010 AT 10:00 A.M. (PREVAILING PACIFIC TIME), BEFORE THE HONORABLE GREGG W. ZIVE, IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF NEVADA, 300 BOOTH STREET, RENO, NEVADA 89509 (THE “CONFIRMATION HEARING”).  OBJECTIONS, IF ANY, TO CONFIRMATION OF THE PLAN MUST BE FILED AND SERVED ON OR BEFORE AUGUST 12, 2010 AT 5:00 P.M.  (PREVAILING PACIFIC TIME).  THE CONFIRMATION HEARING MAY BE ADJOURNED FROM TIME TO TIME WITHOUT FURTHER NOTICE EXCEPT FOR AN ANNOUNCEMENT MADE AT THE CONFIRMATION HEARING OR AT ANY SUBSEQUENT ADJOURNED DATE OF THE CONFIRMATION HEARING.

THIS DISCLOSURE STATEMENT (THE “DISCLOSURE STATEMENT”) IS BEING DISTRIBUTED FOR THE PURPOSE OF SOLICITING ACCEPTANCES OF THE PLAN FROM THE PARTIES ENTITLED TO VOTE ON THE PLAN.  THE DEBTORS INTEND TO SEEK TO CONFIRM THE PLAN AND TO CAUSE THE EFFECTIVE DATE OF THE PLAN TO OCCUR AS PROMPTLY AFTER CONFIRMATION OF THE PLAN AS POSSIBLE, SUBJECT TO OBTAINING ANY NECESSARY GAMING REGULATORY APPROVALS AND TAX PLANNING CONSIDERATIONS.  HOWEVER, THERE CAN BE NO ASSURANCE AS TO WHETHER OR WHEN THE CONFIRMATION OR THE EFFECTIVE DATE OF THE PLAN ACTUALLY WILL OCCUR.

THE PLAN CONTEMPLATES THE SALE OF THE NEW OPCO ACQUIRED ASSETS PURSUANT TO THE SUCCESSFUL BID THAT EMERGES FROM THE OPCO AUCTION.  THE SUCCESSFUL BID MAY DIFFER IN A VARIETY OF RESPECTS FROM THE STALKING HORSE BID.  TO THE EXTENT THE STALKING HORSE BID IS NOT THE SUCCESSFUL BID AND THE SUCCESSFUL BID VARIES IN TERMS OR STRUCTURE FROM THE STALKING HORSE BID, THE DEBTORS RESERVE THE RIGHT TO AMEND THE PLAN TO REFLECT THOSE VARIATIONS AS APPROPRIATE AND TO PROVIDE SUCH SUPPLEMENTAL DISCLOSURE OF THOSE AMENDMENTS AS THE BANKRUPTCY COURT MAY REQUIRE.

THIS DISCLOSURE STATEMENT HAS BEEN PREPARED IN ACCORDANCE WITH BANKRUPTCY CODE SECTION 1125 AND BANKRUPTCY RULE 3016(b) AND NOT NECESSARILY IN ACCORDANCE WITH FEDERAL OR STATE SECURITIES LAWS OR OTHER NONBANKRUPTCY LAW.  THIS DISCLOSURE STATEMENT HAS BEEN NEITHER REVIEWED NOR APPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), NOR HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THE STATEMENTS CONTAINED HEREIN.  THE INFORMATION IN THIS DISCLOSURE STATEMENT MAY NOT BE RELIED UPON FOR ANY PURPOSE OTHER THAN TO DETERMINE HOW TO VOTE ON THE PLAN.  NO SOLICITATION OF VOTES TO ACCEPT THE PLAN MAY BE MADE EXCEPT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE.

A COPY OF THE PLAN IS ATTACHED AS EXHIBIT A HERETO.  ALL HOLDERS OF CLAIMS AGAINST OR EQUITY INTERESTS IN ANY OF THE DEBTORS THAT ARE ENTITLED TO VOTE ON THE PLAN ARE ADVISED AND ENCOURAGED TO READ THIS DISCLOSURE STATEMENT AND THE PLAN IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN.  UNLESS OTHERWISE SPECIFIED HEREIN, THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT ARE MADE ONLY AS OF THE DATE HEREOF, AND THERE CAN BE NO ASSURANCE THAT THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT WILL BE CORRECT AT ANY LATER DATE.  IN THE EVENT OF ANY CONFLICT BETWEEN THIS DISCLOSURE STATEMENT AND THE TERMS OF THE PLAN, THE TERMS OF THE PLAN SHALL GOVERN.

AS TO CONTESTED MATTERS, ADVERSARY PROCEEDINGS AND OTHER ACTIONS OR THREATENED ACTIONS, THIS DISCLOSURE STATEMENT WILL NOT CONSTITUTE OR BE CONSTRUED AS AN ADMISSION OF ANY FACT OR LIABILITY, OR AS A STIPULATION OR WAIVER, BUT RATHER AS A STATEMENT MADE IN SETTLEMENT NEGOTIATIONS.  THIS

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DISCLOSURE STATEMENT WILL NOT BE ADMISSIBLE IN ANY BANKRUPTCY OR NONBANKRUPTCY PROCEEDING INVOLVING THE DEBTORS OR ANY OTHER PARTY (OTHER THAN IN CONNECTION WITH APPROVAL OF THIS DISCLOSURE STATEMENT OR CONFIRMATION OF THE PLAN), NOR WILL IT BE CONSTRUED TO BE CONCLUSIVE ADVICE ON THE TAX, SECURITIES, OR OTHER LEGAL EFFECTS OF THE PLAN AS TO HOLDERS OF CLAIMS AGAINST OR EQUITY INTERESTS IN THE DEBTORS.  YOU ARE ADVISED TO OBTAIN INDEPENDENT EXPERT ADVICE ON SUCH SUBJECTS.

THE OFFER OF NEW DEBT INSTRUMENTS OR EQUITY SECURITIES TO HOLDERS OF CERTAIN CLASSES OF CLAIMS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, THE “SECURITIES ACT”) OR SIMILAR STATE SECURITIES OR “BLUE SKY” LAWS.  THE OFFERS AND ISSUANCES ARE BEING MADE IN RELIANCE ON THE EXEMPTION FROM REGISTRATION SPECIFIED IN SECTION 1145 OF THE BANKRUPTCY CODE OR OTHER EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT.  NONE OF THE NEW DEBT INSTRUMENTS OR EQUITY SECURITIES TO BE ISSUED UNDER OR IN CONNECTION WITH THE PLAN OR UPON EXERCISE OF ANY WARRANTS OR OPTIONS CONTEMPLATED BY THE PLAN HAS BEEN APPROVED OR DISAPPROVED BY THE SEC OR BY ANY STATE SECURITIES COMMISSION OR SIMILAR PUBLIC, GOVERNMENTAL, OR REGULATORY AUTHORITY, AND NEITHER THE SEC NOR ANY SUCH STATE AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT OR UPON THE MERITS OF THE PLAN.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.  NOTHING HEREIN SHALL BE DEEMED AN ACKNOWLEDGEMENT THAT DEBT INSTRUMENTS OFFERED OR ISSUED PURSUANT TO THE PLAN ARE SUBJECT TO THE SECURITIES ACT OR SIMILAR STATE OR “BLUE SKY” LAWS.

ONLY ACCREDITED INVESTORS ARE ELIGIBLE TO PARTICIPATE IN THE PROPCO RIGHTS OFFERING AND TO RECEIVE THE NPH INVESTMENT RIGHTS AND THE NPH POST-EFFECTIVE RIGHTS IN CONNECTION THEREWITH, IN ALL CASES ON THE TERMS AND SUBJECT TO THE CONDITIONS OF THE PLAN.  THE NPH INVESTMENT RIGHTS AND THE NPH POST-EFFECTIVE RIGHTS ARE NOT BEING OFFERED TO ANY PARTY THAT IS NOT AN ACCREDITED INVESTOR.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995:  ALL FORWARD-LOOKING STATEMENTS CONTAINED HEREIN OR OTHERWISE MADE BY THE DEBTORS INVOLVE MATERIAL RISKS AND UNCERTAINTIES AND ARE SUBJECT TO CHANGE BASED ON NUMEROUS FACTORS, INCLUDING FACTORS THAT ARE BEYOND THE DEBTORS’ CONTROL.  ACCORDINGLY, THE DEBTORS’ FUTURE PERFORMANCE AND FINANCIAL RESULTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN ANY SUCH FORWARD-LOOKING STATEMENTS.  SUCH FACTORS INCLUDE, BUT ARE NOT LIMITED TO, THOSE DESCRIBED IN THIS DISCLOSURE STATEMENT.  THE DEBTORS DO NOT UNDERTAKE TO PUBLICLY UPDATE OR REVISE FORWARD-LOOKING STATEMENTS EVEN IF EXPERIENCE OR FUTURE CHANGES MAKE IT CLEAR THAT ANY PROJECTED RESULTS EXPRESSED OR IMPLIED THEREIN WILL NOT BE REALIZED.

THIS DISCLOSURE STATEMENT CONTAINS, AMONG OTHER THINGS, SUMMARIES OF THE PLAN, CERTAIN STATUTORY PROVISIONS, CERTAIN EVENTS IN THE DEBTORS’ CHAPTER 11 CASES AND CERTAIN DOCUMENTS RELATED TO THE PLAN THAT ARE ATTACHED HERETO OR HAVE BEEN OR WILL BE SEPARATELY FILED WITH THE BANKRUPTCY COURT.  ALTHOUGH THE DEBTORS BELIEVE THAT THESE SUMMARIES ARE FAIR AND ACCURATE, THESE SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY TO THE EXTENT THAT THE SUMMARIES DO NOT SET FORTH THE ENTIRE TEXT OF SUCH DOCUMENTS OR STATUTORY PROVISIONS OR EVERY DETAIL OF SUCH EVENTS.  IN THE EVENT OF ANY CONFLICT, INCONSISTENCY OR DISCREPANCY BETWEEN A DESCRIPTION OF THIS DISCLOSURE STATEMENT AND THE TERMS AND PROVISIONS OF THE PLAN OR ANY OTHER SUCH DOCUMENTS, THE PLAN OR SUCH OTHER DOCUMENTS WILL GOVERN AND CONTROL FOR ALL PURPOSES.  EXCEPT WHERE OTHERWISE SPECIFICALLY NOTED,

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FACTUAL INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT HAS BEEN PROVIDED BY THE DEBTORS’ MANAGEMENT.  SUBJECT TO THE TERMS OF ANY DEFINITIVE DOCUMENTATION TO BE EXECUTED IN CONNECTION WITH THE PLAN, THE DEBTORS DO NOT REPRESENT OR WARRANT THAT THE INFORMATION CONTAINED HEREIN OR ATTACHED HERETO IS WITHOUT ANY MATERIAL INACCURACY OR OMISSION.

HOLDERS OF CLAIMS AND EQUITY INTERESTS ENTITLED TO VOTE TO ACCEPT OR REJECT THE PLAN MUST RELY ON THEIR OWN EVALUATION OF THE DEBTORS AND THEIR OWN ANALYSES OF THE TERMS OF THE PLAN IN DECIDING WHETHER TO VOTE TO ACCEPT OR REJECT THE PLAN.  IMPORTANTLY, PRIOR TO DECIDING WHETHER AND HOW TO VOTE ON THE PLAN, EACH HOLDER OF A CLAIM OR AN EQUITY INTEREST IN A VOTING CLASS SHOULD REVIEW THE PLAN IN ITS ENTIRETY AND CONSIDER CAREFULLY ALL OF THE INFORMATION IN THIS DISCLOSURE STATEMENT AND ANY EXHIBITS HERETO, INCLUDING THE RISK FACTORS DESCRIBED IN GREATER DETAIL IN SECTION VIII.A HEREIN, “RISK FACTORS — CERTAIN BANKRUPTCY CONSIDERATIONS.”

EXCEPT AS OTHERWISE SPECIFICALLY NOTED, THE FINANCIAL INFORMATION CONTAINED HEREIN HAS NOT BEEN AUDITED BY A CERTIFIED PUBLIC ACCOUNTANT AND HAS NOT NECESSARILY BEEN PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.  THE FINANCIAL INFORMATION CONTAINED HEREIN HAS BEEN PRODUCED BASED UPON THE DEBTORS’ BOOKS AND RECORDS AS THEY ARE MAINTAINED IN THE ORDINARY COURSE OF BUSINESS AND IN ACCORDANCE WITH THE DEBTORS’ ORDINARY AND CUSTOMARY ACCOUNTING PRACTICES.

IRS CIRCULAR 230 NOTICE:  TO ENSURE COMPLIANCE WITH IRS CIRCULAR 230, HOLDERS OF CLAIMS AND INTERESTS ARE HEREBY NOTIFIED THAT:  (A) ANY DISCUSSION OF FEDERAL TAX ISSUES CONTAINED OR REFERRED TO IN THIS DISCLOSURE STATEMENT IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY HOLDERS OF CLAIMS OR INTERESTS FOR PURPOSES OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON THEM UNDER THE INTERNAL REVENUE CODE; (B) SUCH DISCUSSION IS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING BY THE DEBTORS OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) HOLDERS OF CLAIMS AND INTERESTS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

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DISCLOSURE STATEMENT TO ACCOMPANY JOINT
CHAPTER 11 PLAN OF REORGANIZATION FOR
STATION CASINOS, INC. AND ITS AFFILIATED  DEBTORS

TABLE OF CONTENTS

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SCHEDULES AND EXHIBITS

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I.              INTRODUCTION

A.                                    The Plan, Generally.

Station Casinos, Inc. (“SCI”), FCP Propco, LLC (“Propco”) and certain of their subsidiaries and affiliates, as debtors and debtors in possession (each, a “Debtor,” and, collectively, the “Debtors”), submit this disclosure statement (the “Disclosure Statement”) pursuant to section 1125 of title 11 of the United States Code (the “Bankruptcy Code”) to holders of Claims against and Equity Interests in the Debtors in connection with:  (i) the solicitation of acceptances of the Joint Chapter 11 Plan of Reorganization for Station Casinos, Inc. And Its Affiliated Debtors, dated June 15, 2010, as the same may be amended (the “Plan”), filed with the United States Bankruptcy Court for the District of Nevada (the “Bankruptcy Court”); and (ii) the hearing to consider confirmation of the Plan (the “Confirmation Hearing”), scheduled for August 27 and 30, 2010 at 10:00 a.m. (prevailing Pacific time).  Unless otherwise defined herein, all capitalized terms contained in this Disclosure Statement shall have the meanings ascribed to them in the Plan.  Headings are for convenience of reference and will not affect the meaning or interpretation of the Disclosure Statement.

This solicitation is being conducted at this time in order to obtain sufficient votes to enable the Plan to be confirmed by the Bankruptcy Court.

The Plan sets forth how the Debtors’ assets and operations will be reorganized and how Claims against and Equity Interests in the Debtors will be treated if the Plan is confirmed by the Bankruptcy Court and is thereafter consummated.  This Disclosure Statement describes certain aspects of the Plan and how it will be implemented if confirmed, the Debtors’ business operations, significant events leading to and occurring during the Chapter 11 Cases, and related matters.  FOR A COMPLETE UNDERSTANDING OF THE PLAN, YOU SHOULD READ THIS DISCLOSURE STATEMENT, THE PLAN, THE PLAN SUPPLEMENT AND ALL RELATED EXHIBITS AND SCHEDULES IN THEIR ENTIRETY.

Attached as Schedules and Exhibits to this Disclosure Statement are copies of the following documents:

THE DEBTORS BELIEVE THAT THE PLAN COMPLIES WITH ALL PROVISIONS OF THE BANKRUPTCY CODE AND WILL ENABLE THEM TO RESTRUCTURE OR OTHERWISE SATISFY THEIR DEBT SUCCESSFULLY AND ACCOMPLISH THE OBJECTIVES OF CHAPTER 11.  THE DEBTORS THEREFORE BELIEVE THAT ACCEPTANCE OF THE PLAN IS IN THE BEST INTERESTS OF THE DEBTORS, THE DEBTORS’ ESTATES AND THEIR RESPECTIVE CREDITORS.

B.                                    Support For The Plan From The Propco Creditors.

The Plan has the support of creditors holding substantially all the Claims against Propco and the Mezzco Debtors (as defined in the Plan).  Those creditors include: (i) the Mortgage Lenders to Propco, who collectively are owed approximately $1.8 billion in principal amount; (ii) the lenders to each of the Mezzco Debtors (the “Mezzco Lenders”), who collectively are owed approximately $675 million in principal amount from their respective borrowers; and (iii) Propco’s Swap Counterparty, which holds an

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unsecured Claim against Propco of approximately $144 million, which constitutes the only third party unsecured claim against Propco.

As described below, the Plan also has the support of the Consenting Opco Lenders, who in the aggregate hold approximately 60% in dollar amount of the Claims arising under the Prepetition Opco Credit Agreement, the Holder of all of the Claims under the Prepetition Opco Swap Agreement, and the Official Committee of Unsecured Creditors in these cases.

Propco’s obligations to the Mortgage Lenders are secured by Red Rock, Palace Station, Boulder Station, and Sunset Station (each as defined below) and certain related assets (collectively, the “Propco Properties”).  Under the Plan, the Propco Properties will be transferred to New Propco or one or more of its Subsidiaries as the Mortgage Lenders’ designee in satisfaction of the Mortgage Lenders’ existing secured claims against Propco.  New Propco will be an entity newly formed by the Mortgage Lenders to own and operate the Propco Properties upon consummation of the Plan.  Under and subject to the terms of the Second Amended MLCA or the Stalking Horse APA, New Propco will also acquire certain additional assets from Propco (the “New Propco Transferred Assets”), and from SCI and certain of its affiliates (the “New Propco Purchased Assets” and the “Landco Assets”).

The Debtors are advised that, in conjunction with these transfers to New Propco under the Plan:

·                  the Mortgage Lenders have agreed to sell up to 50% of the equity in New Propco to an affiliate of Fertitta Gaming, LLC, a newly-formed entity owned by Frank Fertitta III and Lorenzo Fertitta (“FG”), for a purchase price (assuming all 50% is sold) of $85.0 million in cash (a portion of which interest may be subsequently sold to an affiliate of Colony Capital, LLC pursuant to an option granted by FG to Colony Capital LLC);

·                  New Propco will enter into a new $1.6 billion credit facility with the Mortgage Lenders;

·                  New Propco will enter into a long-term management agreement with FG, whereby FG will operate the Propco Properties and provide comprehensive management services to New Propco in connection therewith; and

·                  the Mortgage Lenders have agreed to:  (a) assign certain equity interests in New Propco to the Mezzco Lenders; and (b) assign $7.9 million of their cash recovery from Propco to Propco’s Swap Counterparty.

The Debtors are further advised that the Mortgage Lenders, the Mezzco Lenders, the Swap Counterparty, FG and the Fertittas have entered into agreements (the “Propco Lender Support Agreements” or the “Propco PSA”) outlining the terms and conditions of their agreement to support the Plan and the various transactions relating to the ownership and operation of New Propco upon consummation of the Plan.  None of the Debtors are parties to those Propco Lender Support Agreements, but the Debtors have reviewed the Propco Lender Support Agreements and believe that the Plan is (and as amended as described below will be) consistent with the Propco Lender Support Agreements.

C.                                    Support For The Plan From The Prepetition Opco Secured Lender Steering Committee.

The obligations of SCI and various subsidiaries under the Prepetition Opco Credit Agreement and the Opco Cash Collateral Order are secured by substantially all of the assets of SCI and those subsidiaries.  The Plan contemplates that SCI and certain of its subsidiaries (collectively, the “Opco Group Sellers”) will conduct an orderly sale process for substantially all of their assets (other than those assets that will be sold or transferred to Propco or New Propco and certain other Excluded Assets) (collectively, the “New Opco Acquired Assets”) on a going concern basis, under the supervision of the Bankruptcy Court and in a manner designed to procure the highest and best transaction available (the “Sale Process”).  The procedures and deadlines governing the Sale Process have been approved by the Bankruptcy Court in its “Order Establishing Bidding Procedures And Deadlines Relating To Sale Process For Substantially All of The Assets Of Station Casinos Inc. And Certain ‘Opco’ Subsidiaries” entered by the Bankruptcy Court on June 4, 2010 [Docket No. 1563] (the “Bid Procedures Order”).

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As authorized under the Bid Procedures Order, the Opco Group Sellers have accepted (subject to all requirements of the Sale Process) an offer from, and entered into an asset purchase agreement with, FG Opco Acquisitions LLC (the “Stalking Horse Bid,” the “Stalking Horse APA,” and the “Stalking Horse Bidder”, respectively).  The Stalking Horse Bidder is an entity owned in whole or in part by FG and the Mortgage Lenders.  The purchase price to be paid under the Stalking Horse APA is approximately $772 million (based upon the face amount of the debt components of the purchase price(1)), consisting of the following:

(1)                                  an amount in cash equal to $317 million, plus the Gun Lake Reimbursement(2) proceeds in excess of $20 million, less the Excess AMT Amount, if any, less the Super Priority Principal Amount if the Stalking Horse Bidder has made the Super Priority Notes Election pursuant to the terms of the Stalking Horse APA;

(2)                                  $430 million in aggregate principal amount of term loans less the Gun Lake Reimbursement proceeds in excess of $20 million, which term loans shall be subject to the terms of the New Opco Credit Agreement; provided that notwithstanding anything herein to the contrary, letters of credit issued and that remain undrawn under the Prepetition Opco Credit Agreement shall be replaced or backstopped by letters of credit issued under the New Opco Credit Agreement;

(3)                                  $25 million in aggregate principal amount of term loans, which shall be subject to the terms of the New Opco PIK Credit Agreement; and

(4)                                  If the Stalking Horse Bidder has made the Super Priority Notes Election pursuant to the terms of the Stalking Horse APA, then Deutsche Bank Trust Company Americas and JP Morgan Chase Bank, N.A., in their capacities as Prepetition Opco Secured Lenders, have consented to receive, and shall receive on the Effective Date, the Super Priority Notes in the Super Priority Principal Amount in lieu of a like amount of Cash that they would otherwise receive as part of their Pro Rata Share of Cash under clause (1) above.

The Bid Procedures Order provides for a competitive bidding process, culminating in the Opco Auction commencing on August 6, 2010.  If the Stalking Horse Bid is not the Successful Bid as a result of the Opco Auction, the Debtors anticipate (a) amending the Plan to reflect and incorporate the terms and conditions of the Successful Bid, and (b) providing such supplemental disclosure of such amendments as the Bankruptcy Court may require.

The Consenting Opco Lenders (a group comprised of the members of the Steering Committee of Prepetition Opco Secured Lenders), certain Non-Debtor Affiliates, FG and the Fertittas have entered into an agreement (as amended, supplemented or otherwise modified from time to time, the “Opco Lender Restructuring Support Agreement”) outlining the terms and conditions of their mutual agreements to support the Sale Process, the Plan and the various transactions relating thereto.  None of the Debtors are parties to the Opco Lender Restructuring Support Agreement, but the Debtors have reviewed that agreement and believe that the Plan is consistent therewith.

D.                                    The Committee Supports the Plan

The Official Committee of Unsecured Creditors (the “Committee”) also supports the Plan and has recommended that unsecured creditors vote in favor of the Plan.  Although the Committee originally objected to the Disclosure Statement and noted its intention at that time to oppose confirmation of the Plan, the Committee has negotiated for and obtained modifications to the Plan, including provisions that will result in a recovery to SCI’s unsecured creditors.  On the basis of those modifications, the Committee now supports the Plan and has entered into

(1)   The Debtors have not reached any conclusion regarding the extent, if any, to which the trading value of the debt components of the purchase price may differ from the face value.

(2)   Capitalized terms used herein that are not otherwise defined herein or in the Plan shall have the meanings ascribed to them in the Stalking Horse APA.

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a stipulation with SCI (the “Committee Plan Support Stipulation”) that sets forth the terms and conditions upon which the Committee will support confirmation of the Plan.

E.                                      Purpose, Limitations and Structure of this Disclosure Statement

The purpose of this Disclosure Statement is to provide those holders of Claims against and Equity Interests in the Debtors that are entitled to vote on the Plan with adequate information to make an informed decision as to whether to accept or reject the Plan.  The information in this Disclosure Statement may not be relied upon for any other purpose, and nothing contained in this Disclosure Statement shall constitute an admission of any fact or liability or as a stipulation or waiver by any party, or be admissible in any other case or any bankruptcy or nonbankruptcy proceeding involving any of the Debtors or any other party, or be deemed conclusive advice on the tax, securities or other legal effects of the Plan.

On July     , 2010, after notice and a hearing, the Bankruptcy Court issued an order (the “Disclosure Statement Order”) approving this Disclosure Statement as containing adequate information of a kind and in sufficient detail to enable a hypothetical, reasonable investor being solicited to make an informed judgment whether to accept or reject the Plan.  APPROVAL OF THIS DISCLOSURE STATEMENT BY THE BANKRUPTCY COURT CONSTITUTES A DETERMINATION THAT THE DISCLOSURE STATEMENT CONTAINS ADEQUATE INFORMATION REGARDING THE PLAN, BUT DOES NOT CONSTITUTE A DETERMINATION BY THE BANKRUPTCY COURT AS TO THE FAIRNESS OR MERITS OF THE PLAN.

Unless otherwise specified herein, the statements contained in this Disclosure Statement are made only as of the date hereof.  Delivery of this Disclosure Statement after such date does not mean that the information set forth in this Disclosure Statement remains unchanged since such date or the date of the materials relied upon in preparing this Disclosure Statement.  The Debtors have prepared the information contained in this Disclosure Statement in good faith, based upon the information available to them.  Moreover, certain of the statements contained in this Disclosure Statement, by their nature, are forward-looking and contain estimates, assumptions and projections, and there can be no assurance that these forward-looking statements will be correct at any later date.  Except as otherwise expressly stated, no audit of the financial information contained in this Disclosure Statement has been conducted.

If you are eligible to vote on the Plan, this Disclosure Statement and certain related solicitation materials should have been delivered to you.  There are certain documents and other materials identified in this Disclosure Statement and the Plan that are not attached to this Disclosure Statement or the Plan (such documents and materials, the “Plan Supplement”).  The Plan Supplement will be filed with the Bankruptcy Court on or before the date that is ten (10) days prior to the deadline to vote to accept or reject the Plan.  Once it is filed, the Plan Supplement may be inspected in the office of the Clerk of the Bankruptcy Court during normal court hours.  You may obtain a copy of the Plan Supplement once it is filed, or any of the schedules and exhibits to this Disclosure Statement, by accessing the website of the claims agent appointed in these chapter 11 cases (the “Chapter 11 Cases”), at www.kccllc.net/stationcasinos, or by sending a written request to the Debtors’ counsel, Milbank, Tweed, Hadley & McCloy LLP, 601 South Figueroa Street, 30th Floor, Los Angeles, CA 90017, Attention:  Robert C. Shenfeld, Esq.

The Plan Supplement will include at least the following documents:

·                  New FG Management Agreement (Opco)

·                  New FG Management Agreement (Propco)

·                  New Opco Credit Agreement

·                  New Opco PIK Credit Agreement

·                  New Opco Purchase Agreement

·                  New Opco Transition Services Agreement

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·                  New Propco Credit Agreement

·                  New Propco LLCA.

·                  Opco Lender Support Agreement

·                  Propco Lender Support Agreement

·                  Second Amended MLCA

If you have any questions about the packet of materials you have received, you may contact the Debtors’ counsel by mail at the address listed above, or by phone at (213) 892-4000.

F.                                      Summary of Classification and Treatment of Claims and Equity Interests Under the Plan

The Plan is proposed by SCI, Propco and the following affiliated debtors and debtors in possession:

·                  The three entities that own the existing equity interests in SCI (collectively, the “Parent Debtors”):

·                  FCP Holding, Inc. (owner of 74.8294% of non-voting stock in SCI);

·                  Fertitta Partners, LLC (owner of 25.1706% of non-voting stock in SCI); and

·                  FCP VoteCo, LLC (owner of 100% of voting stock in SCI);

·                  Four entities that are direct or indirect wholly owned subsidiaries of SCI (collectively, the “Other Opco Debtors”):

·                  Northern NV Acquisitions, LLC;

·                  Tropicana Station, LLC;

·                  River Central, LLC; and

·                  Reno Land Holdings, LLC.

·                  The nine entities that comprise the “MezzCo” debtors (collectively, the “Mezzco Debtors”):

·                  FCP MezzCo Parent, LLC;

·                  FCP MezzCo Parent Sub, LLC;

·                  FCP MezzCo Borrower VII, LLC;

·                  FCP MezzCo Borrower VI, LLC;

·                  FCP MezzCo Borrower V, LLC;

·                  FCP MezzCo Borrower IV, LLC;

·                  FCP MezzCo Borrower III, LLC;

·                  FCP MezzCo Borrower II, LLC; and

·                  FCP MezzCo Borrower I, LLC.

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SCI also has various other direct and indirect subsidiaries and affiliates (collectively, the “Non-Debtor Affiliates”) that have not filed for bankruptcy relief and have continued to operate their businesses in the ordinary course during the pendency of the Debtors’ chapter 11 cases.  If the Plan is confirmed, certain Non-Debtor Affiliates may file for bankruptcy relief in order to effectuate certain of the transactions contemplated by, or required under, the Plan.  The Debtors expect that any such filings would not affect or disrupt the ordinary course operations of the Debtors or the Non-Debtor Affiliates in any material way.  This Plan contemplates certain transactions involving the Debtors and various of the Non-Debtor Affiliates, including certain asset transfers, and other transactions, as part of the implementation of the Plan (including transactions that may be implemented in connection with bankruptcy filings by certain Non-Debtor Affiliates).  For a description of those transactions, please see Article V of the Plan (“Means for Implementation of the Plan”), Section IV.C of this Disclosure Statement and Exhibit B to this Disclosure Statement, which contains a schematic outlining the various transactions that are proposed to implement the Plan.

Although the Chapter 11 Cases are jointly administered pursuant to an order of the Bankruptcy Court, the Debtors are not proposing the substantive consolidation of their respective bankruptcy estates.  Thus, the Plan provides for the separate classification and treatment of creditors and equity holders for each of the respective eighteen Debtors.  The Debtors are submitting the Plan jointly, covered by a single Disclosure Statement, to simplify drafting and to avoid duplicative costs relating to the preparation and distribution of multiple plans and disclosure statements.  Accordingly, the Plan generally applies to all of the Debtors, except where otherwise indicated.

As described more fully in this Disclosure Statement, the Plan provides for significant distributions on account of certain Allowed Claims in the form of asset transfers, cash payments, assumption of specified liabilities, new debt instruments and new equity securities that will result from the Debtors’ realization of value for their respective assets pursuant to various Plan-related transactions.  The Plan distributions will be in various amounts and will take various forms, depending on the classification and treatment of any particular Claim against or Equity Interest in any particular Debtor.  The following tables summarize the classification and treatment of Claims and Equity Interests for each Debtor under the Plan.  For a more detailed description of the classification and treatment of Claims and Equity Interests under the Plan, please see Section IV.B

1.             Claims and Equity Interests Against Parent Debtors

(A)                               FCP Holding, Inc.

(3)                                  These estimates were compiled based upon a review of the Debtors’ schedules and filed proofs of claim.  These estimates may change as the claims analysis and objection process proceeds.

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(B)                               Fertitta Partners LLC

(C)           FCP Voteco, LLC

7

2.             Claims and Equity Interests Against Propco

8

3.             Claims and Equity Interests Against Mezzco Debtors

(A)                               FCP MezzCo Parent, LLC

(B)                               FCP MezzCo Parent Sub, LLC

(C)                               FCP Mezzco Borrower VII, LLC

(D)                               FCP Mezzco Borrower VI, LLC

9

(E)                                 FCP Mezzco Borrower V, LLC

(F)                                 FCP Mezzco Borrower IV, LLC

(G)                               FCP Mezzco Borrower III, LLC

10

(H)                               FCP Mezzco Borrower II, LLC

(I)                                    FCP Mezzco Borrower I, LLC

11

4.             Claims and Equity Interests Against SCI