AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

This Amendment No. 1 (this “Amendment”) to the Third Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) of Station Holdco LLC (the “Company”) shall solely be effective as of February 28, 2017. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to such terms in the LLC Agreement.

WHEREAS, pursuant to Section 14.1 of the LLC Agreement, the Managing Member and the holders of a majority of the outstanding LLC Units (other than the Managing Member) desires to amend the LLC Agreement upon the terms and conditions hereinafter set forth herein.

NOW, THEREFORE, the LLC Agreement is hereby amended as follows:

Section 11.2 of the LLC Agreement is hereby amended to eliminate subsection (a) thereof and to amend and restate the first sentence of subsection (c) thereof to read as follows in its entirety:

“The Company and the Members agree that, for a period of two (2) years following the consummation of the IPO, 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 (other than awards made in substitution of awards issued pursuant to the Company’s Profit Unit Plan that were outstanding prior to the consummation of the IPO) shall not exceed 50% of the total number of shares of Class A Common Stock reserved for issuance pursuant to the Equity Incentive Plan.”

Section 2.1    Effect on the LLC Agreement. Except as amended and modified herein, the LLC Agreement remains in full force and effect.

        

Section 2.2    Miscellaneous. Article 15 of the LLC Agreement shall apply mutatis mutandis to this Amendment.

RED ROCK RESORTS, INC.    

By: /s/ MARC J. FALCONE

Name:    Marc J. Falcone

Title:    Executive Vice President,

Chief Financial Officer and Treasurer

FI STATION INVESTOR LLC    

By: /s/ MARC J. FALCONE

Name:    Marc J. Falcone

Title:    Executive Vice President,

Chief Financial Officer and Treasurer

FERTITTA BUSINESS MANAGEMENT LLC    

By: /s/ FRANK J. FERTITTA III

Name:    Frank J. Fertitta III

Title:    General Manager

FERTITTA BUSINESS MANAGEMENT LLC    

By: /s/ LORENZO J. FERTITTA

Name:    Lorenzo J. Fertitta

Title:    General Manager

STATION CASINOS BLOCKER I, LLC    

By: /s/ MARC J. FALCONE

Name:    Marc J. Falcone

Title:    Executive Vice President,

Chief Financial Officer and Treasurer

STATION CASINOS BLOCKER II, LLC    

By: /s/ MARC J. FALCONE

Name:    Marc J. Falcone

Title:    Executive Vice President,

Chief Financial Officer and Treasurer

STATION CASINOS BLOCKER III, LLC    

By: /s/ MARC J. FALCONE

Name:    Marc J. Falcone

Title:    Executive Vice President,

Chief Financial Officer and Treasurer

STATION CASINOS BLOCKER IV, LLC    

By: /s/ MARC J. FALCONE

Name:    Marc J. Falcone

Title:    Executive Vice President,

Chief Financial Officer and Treasurer

STATION CASINOS BLOCKER V, LLC    

By: /s/ MARC J. FALCONE

Name:    Marc J. Falcone

Title:    Executive Vice President,

Chief Financial Officer and Treasurer

STATION CASINOS BLOCKER VI, LLC    

By: /s/ MARC J. FALCONE

Name:    Marc J. Falcone

Title:    Executive Vice President,

Chief Financial Officer and Treasurer

STATION CASINOS BLOCKER VII, LLC    

By: /s/ MARC J. FALCONE

Name:    Marc J. Falcone

Title:    Executive Vice President,

Chief Financial Officer and Treasurer

STATION CASINOS BLOCKER VIII, LLC

By: /s/ MARC J. FALCONE

Name:    Marc J. Falcone

Title:    Executive Vice President,

Chief Financial Officer and Treasurer