Exhibit 10.1

Execution Version

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 26, 2016 and effective as of the Effective Date (as hereinafter defined), is made and entered into by and among STATION CASINOS LLC, a Nevada limited liability company (the “Borrower”), the other Loan Parties, each of the Lenders (as hereinafter defined) party hereto, Deutsche Bank AG Cayman Islands Branch, as administrative agent under the Credit Agreement referred to below (in such capacity, the “Administrative Agent”) and Red Rock Resorts, Inc., a Delaware corporation (“PubCo”).

RECITALS

A.        The Borrower and the Lenders are parties to that certain Credit Agreement, dated as of March 1, 2013, by and among the Borrower, the banks, financial institutions and other entities from time to time party thereto as lenders (including the L/C Issuer and Swing Line Lender) (collectively, the “Lenders”), and the Administrative Agent, as amended by that certain First Amendment to Credit Agreement, dated as of March 18, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

B.        In connection with the Credit Agreement, the Loan Parties executed various Loan Documents to guaranty and/or secure the Obligations.

C.        The Borrower and its Affiliates intend to consummate certain transactions pursuant to which, among other things, (i) Voteco will assign and transfer all the voting Equity Interests in the Borrower to PubCo, and then dissolve (the “VoteCo Transaction”), (ii) pursuant to the VoteCo Transaction and certain other transactions PubCo will become a direct and indirect owner of Equity Interests in the Borrower, (iii) an initial public offering of PubCo stock will be consummated and (iv) the Borrower and/or certain of its Subsidiaries will acquire Fertitta Entertainment LLC, a Delaware limited liability company (“Fertitta Entertainment”) and its direct and indirect wholly owned subsidiaries identified on Schedule 1 hereto (collectively, the “Fertitta Entities”) by purchasing all of the Equity Interests issued by Fertitta Entertainment (the “Fertitta Acquisition”).

D.        The Borrower has requested that the Lenders party hereto agree to amend the Credit Agreement and certain other Loan Documents, and provide certain consents and waivers under the Loan Documents, in each case subject to, and in accordance with, the terms and conditions set forth herein.

E.         The Lenders party hereto are willing to agree to enter into this Amendment, subject to the conditions and on the terms set forth below.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.         Definitions.  Except as otherwise expressly provided herein, capitalized terms used in this Amendment shall have the meanings given in the Credit Agreement, and the rules of interpretation set forth in the Credit Agreement shall apply to this Amendment.

2.         Amendments to Credit Agreement.

(a)        The Credit Agreement is hereby amended as set forth in Exhibit A attached hereto (double underlining indicates new language and strikethrough indicates language that has been deleted).

(b)        The Schedules to the Credit Agreement are hereby supplemented and/or updated as set forth in Exhibit B attached hereto.

(c)        The Administrative Agent, for itself and on behalf of the Required Lenders, and each of the Loan Parties hereby consent to the termination of the Equity Rights Agreement, Non-Compete Agreement, the GVR Management Fee Subordination Agreement, the Opco Management Fee Subordination Agreement, the Station Management Fee Subordination Agreement, and all Manager Documents in effect as of the date hereof (such Manager Documents, the “Existing Manager Documents” and collectively with the other agreements specified in this Section 2(c), the “Terminated Documents”), and agree that any references in the Credit Agreement to such Terminated Documents shall be null and void, and of no further force and effect.

(d)       For purposes of all ratio determinations and other calculations to be made under the Credit Agreement in respect of the Fertitta Acquisition, including without limitation, all financial calculations made with reference to a rolling four quarter period and all calculations to be made on a pro forma basis in respect of the Fertitta Acquisition, notwithstanding anything to the contrary set forth in the Credit Agreement or the other Loan Documents, pro forma effect shall be given to the Fertitta Acquisition and the termination of the Existing Manager Documents, as if such transactions had occurred on the first day of the applicable testing period.

3.         Other Amendments, Waivers and Consents.

(a)        Amendment of Pledge Agreement.  The Administrative Agent and the Lenders hereby consent to the amendment of the Pledge Agreement pursuant to an amendment in substantially the form set forth on Exhibit C attached hereto (the “Pledge Agreement Amendment”).

(b)        Waivers under Pledge Agreement.  The Administrative Agent and the Lenders hereby consent to the VoteCo Transaction and waive Section 4.1.3 of the Pledge

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Agreement with respect thereto.  The Lenders and the Administrative Agent further waive the notice requirements set forth in Section 4.1.5 of the Pledge Agreement with respect to the VoteCo Transaction.

(c)        Consent to Amendment of Borrower and Holdco Operating Agreements.  The Administrative Agent and the Lenders hereby consent to the amendment of the operating agreements for the Borrower and Holdco pursuant to amendments substantially in the respective forms set forth in Exhibit D and Exhibit E attached hereto.

4.         Representations and Warranties.  To induce the Lenders party hereto to agree to this Amendment, each of the Loan Parties and PubCo represents to the Lenders and the Administrative Agent that as of the date hereof and as of the Effective Date:

(a)        each of the Loan Parties and PubCo has all requisite power and authority to enter into, execute and deliver this Amendment and to carry out the transactions contemplated by, and to perform its obligations under or in respect of, this Amendment;

(b)        the execution and delivery of this Amendment and the performance of the obligations of each of the Loan Parties and PubCo under or in respect of this Amendment have been duly authorized by all necessary corporate or other organizational action on the part of each of the Loan Parties;

(c)        the execution and delivery of this Amendment and the performance of the obligations of such Loan Party or PubCo under or in respect of this Amendment do not and will not (i) contravene the terms of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than Permitted Liens), or require any payment to be made under (A) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (B) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate any material Laws;

(d)       this Amendment has been duly executed and delivered by each of the Loan Parties and PubCo and constitutes a legal, valid and binding obligation of each of the Loan Parties and PubCo, enforceable against each of the Loan Parties and PubCo in accordance with its terms, except as enforceability may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally, (b) general equitable principles (whether considered in a proceeding in equity or at law), and (c) requirements of reasonableness, good faith and fair dealing;

(e)        after giving effect to this Amendment, no event has occurred and is continuing or will result from the execution and delivery of this Amendment or the performance by the Loan Parties of their obligations hereunder that would constitute a Default or an Event of Default; and

(f)        each of the representations and warranties made by such Loan Party in or pursuant to the Loan Documents to which it is a party, as amended hereby, is true and correct in

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all material respects on and as of the Effective Date as if made on and as of such date; provided, that, to the extent that such representations or warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.

5.         Effectiveness of this Amendment.  This Amendment shall be effective only if and when:

(a)        the Loan Parties, PubCo, the Administrative Agent and the Required Lenders have delivered their fully executed signature pages hereto to the Administrative Agent;

(b)        PubCo shall have executed and delivered to the Administrative Agent a Pledge Agreement Supplement that is substantially in the form of Exhibit F attached hereto and shall have delivered to the Administrative Agent or its designated custodian all membership interest certificates representing its direct Equity Interests in the Borrower;

(c)        PubCo, the Administrative Agent, Wilmington Trust, National Association and the other Loan Parties party thereto shall have executed and delivered to the Administrative Agent a supplement to the Custodian Agreement that is substantially in the form of Exhibit G attached hereto;

(d)       PubCo, the Administrative Agent and the applicable Loan Parties shall have executed and delivered to the Administrative Agent the Pledge Agreement Amendment;

(e)        the Administrative Agent shall have received evidence reasonably satisfactory to it, that the initial public offering of PubCo stock described in the Form S-1 Registration Statement filed by PubCo with the U.S. Securities and Exchange Commission (File No. 333-207397), shall have occurred or shall occur substantially concurrently with the Effective Date;

(f)        the Administrative Agent shall have received evidence reasonably satisfactory to it that the acquisition by the Borrower and its Subsidiaries of all of the Equity Interests in the Fertitta Entities shall have occurred or shall occur substantially concurrently with the Effective Date;

(g)        the Administrative Agent shall have received evidence reasonably satisfactory to it that each of the Management Agreements in effect as of the Effective Date shall have been terminated;

(h)        each of the representations and warranties contained in Section 4 of this Amendment shall be true and correct in all material respects and, in furtherance thereof, each of the Loan Parties and PubCo shall have received all necessary approvals and/or consents from the Gaming Authorities in form and substance satisfactory to the Administrative Agent for the execution and delivery of this Amendment and the performance of the obligations of each of the Loan Parties and PubCo under or in respect of this Amendment;

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(i)         the Administrative Agent shall have received legal opinions reasonably satisfactory to it from the counsel to the Loan Parties and PubCo with respect to Nevada, New York, California and Delaware law matters;

(j)         the Administrative Agent shall have received, executed by a Responsible Officer or other authorized signatory of the signing Loan Party and PubCo that is party thereto and in form and substance reasonably satisfactory to the Administrative Agent, such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and PubCo as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer or other authorized signatory thereof authorized to act as a Responsible Officer and/or execute documents in connection with this Amendment and the other Loan Documents to which such Loan Party or PubCo is a party or is to be a party on the Effective Date;

(k)        the Administrative Agent shall have received for the account of each Lender that executes and delivers this Amendment prior to 5:00pm New York time on April 6, 2016, a cash fee (due and payable only upon satisfaction of subclause 5(e) above) in the amount of 0.05% of such Lender’s aggregate Term Loans and Revolving Credit Commitments outstanding on such date;

(l)         the Borrower shall have paid all other fees and expenses owed to the Administrative Agent, the Joint Lead Arrangers and the Lenders (including fees and expenses of counsel) accrued through and including the Effective Date to such Administrative Agent, Joint Lead Arrangers and Lenders (or to such counsel); and

(m)       the Administrative Agent and Lenders shall have received, at least five (5) Business Days prior to the Effective Date (or such shorter time period as agreed to by such Persons), all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act.

This Amendment shall be effective on the date (the “Effective Date”) on which all of the foregoing conditions are satisfied (such conditions to be satisfied no later than July 5, 2016).

6.         Acknowledgments.  By executing this Amendment, each of the Loan Parties and PubCo (a) consents to this Amendment and the performance by each of the Loan Parties and PubCo of their obligations hereunder, (b) acknowledges that notwithstanding the execution and delivery of this Amendment, the obligations of each of the Loan Parties under the Guaranty Agreement, the Pledge Agreement, the Security Agreement and each of the other Loan Documents to which such Loan Party is a party are not impaired or affected and the Guaranty Agreement, the Pledge Agreement, the Security Agreement and each such Loan Document continues in full force and effect after giving effect to this Amendment and (c) affirms and ratifies, to the extent it is a party thereto, the Guaranty Agreement, the Pledge Agreement, the

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Security Agreement and each other Loan Document with respect to all of the Obligations as amended hereby.

7.         Miscellaneous.  THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT AS EXPRESSLY PROVIDED THEREIN) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.  This Amendment may be executed in one or more duplicate counterparts and, subject to the other terms and conditions of this Amendment, when signed by all of the parties listed below shall constitute a single binding agreement.  Delivery of an executed signature page to this Amendment by facsimile transmission or electronic mail shall be as effective as delivery of a manually signed counterpart of this Amendment.  Except as amended, waived or consented hereby, all of the provisions of the Credit Agreement and the other Loan Documents shall remain in full force and effect except that each reference to the “Credit Agreement”, or words of like import in any Loan Document, shall mean and be a reference to the Credit Agreement as amended hereby.  This Amendment shall be deemed a “Loan Document” as defined in the Credit Agreement.  Sections 10.16(b), 10.16(c) and 10.17 of the Credit Agreement shall apply to this Amendment and all past and future amendments to the Credit Agreement and other Loan Documents as if expressly set forth herein or therein.

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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the day and year first above written, to be effective as of the Effective Date.

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