EXHIBIT 10.1

FIRST AMENDMENT TO MASTER LEASE AGREEMENT

This First Amendment to Master Lease Agreement (this “ Amendment ”), dated as of March 19, 2008, is made by and between FCP PROPCO, LLC, a Delaware limited liability company (“ Landlord ”), and STATION CASINOS, INC., a Nevada corporation, (“ Tenant ”).

R E C I T A L S:

WHEREAS, Landlord and Tenant are party to a Master Lease Agreement dated as of November 7, 2007 (the “ Master Lease ”).  All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Master Lease;

WHEREAS, the parties desire to amend the definition of “ Landlord’s Debt ” in the Master Lease and to make clarifications to Article XI of the Master Lease.

NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows, effective as of the date hereof:

1.              Amendments to Master Lease .

1.1.           The definition of “Landlord’s Debt” in Section 2.1 of the Master Lease is hereby deleted in its entirety and replaced with the following language:

“ Landlord’s Debt ”:   Collectively, (a) that certain mortgage loan in the principal amount of $1,800,000,000 made by Landlord’s Lender to Landlord, (b) that certain first mezzanine loan in the principal amount of $200,000,000 made by Landlord’s Lender to FCP MezzCo Borrower I, LLC, a Delaware limited liability company, (c) that certain second mezzanine loan in the principal amount of $175,000,000 made by Landlord’s Lender to FCP MezzCo Borrower II, LLC, a Delaware limited liability company, (d) that certain third mezzanine loan in the principal amount of $150,000,000 made by Landlord’s Lender to FCP MezzCo Borrower III, LLC, a Delaware limited liability company, (e) that certain fourth mezzanine loan in the principal amount of $150,000,000 made by Landlord’s Lender and assumed by FCP Mezzco Borrower IV, LLC, a Delaware limited liability company, (f) as to each of the foregoing loans, all accrued and unpaid interest thereon, all other obligations or liabilities due or to become due the applicable Landlord’s Lender pursuant to or in accordance with Landlord’s Loan Documents, and all other amounts, sums and expenses paid by or payable to Landlord’s Lender under or pursuant to Landlord’s Loan Documents, and (g) as to each of the foregoing loans, all Modifications, increases, reinstatements and refinancings thereof as may occur from time to time.”

1.2.           Section 11.1 of the Master Lease is amended (x) to amend the third sentence thereof to read as follows:

“Without limiting the foregoing, Tenant shall maintain with respect to each Facility (or to cause its Affiliate to which such Facility has been subleased to maintain) a reserve (“ FF&E Reserve ”) for capital and FF&E expenditures in an amount equal to (a) 2.5% of (i) gross revenues derived from operations of such Facility (including, without limitation, from operations of the hotel and casino components of such Facility) for the period in question minus (ii) the amount attributable to “comps” for such Facility during such period (the gross revenues net of such comps being referred to for purposes of this Section 11.1 as the “net revenues”), less (b) any amounts actually expended during such period by Tenant or the applicable Facility Subtenant on account of FF&E (other than from the FF&E Reserve, it being understood that amounts expended on account of FF&E from the FF&E Reserve shall not be included in any deductions from the FF&E Reserve deposit requirements) (the “ Required FF&E Deposit ”) ; provided that if the amount deducted for a period under clause (b) of this sentence exceeds the amount that would otherwise be payable into the FF&E Reserve und