AMENDMENT NO. 1 TO CONSTRUCTION/TERM LOAN AGREEMENT
This Amendment No. 1 to Construction/Term Loan Agreement (this
"Amendment") dated as of October 28, 1996 is entered into with reference to the
Construction/Term Loan Agreement dated as of September 25, 1996 (the "Loan
Agreement") among Sunset Station, Inc. ("Borrower"), the Lenders party thereto,
Bank of Scotland and Societe Generale, as Co-Agents, and Bank of America
National Trust and Savings Association, as Managing Agent. Capitalized terms
used but not defined herein are used with the meanings set forth for those terms
in the Loan Agreement.
Borrower and the Managing Agent, acting with the consent of all of
the Lenders pursuant to Section 12.2 of the Loan Agreement, agree as follows:
1. AMENDMENT TO SECTION 6.9. Section 6.9 of the Loan Agreement is
amended to strike the figures "$50,000,000" in clause (e) thereof and to
substitute therefor the figures "$100,000,000."
2. CONDITIONS PRECEDENT. The effectiveness of this Amendment
shall be conditioned upon the receipt by the Managing Agent of all of the
following:
(a) counterparts of this Amendment executed by the
parties hereto;
(b) written consent of Parent to the execution, delivery
and performance hereof, in the form of Exhibit A to this Amendment;
and
(c) written consent of the Requisite Lenders as required
under Section 12.2 of the Loan Agreement, in the form of Exhibit B
to this Amendment;
3. REPRESENTATION AND WARRANTY. Borrower represents and warrants
to the Managing Agent and the Lenders that no Default or Event of Default has
occurred and remains continuing.
4. CONFIRMATION. In all other respects, the terms of the Loan
Agreement and the other Loan Documents are hereby confirmed.
IN WITNESS WHEREOF, Borrower and the Managing Agent have executed
this Amendment as of the date first written above by their duly authorized
representatives.
SUNSET STATION, INC.
By: /s/ Xxxxx X. Xxxxxxxxxxx
--------------------------------
Xxxxx X. Xxxxxxxxxxx
Vice President, Chief Financial
Officer and Treasurer
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Managing Agent
By: /s/ Xxxxx Xxxxx
--------------------------------
Xxxxx Xxxxx, Vice President
Exhibit A to Amendment
CONSENT OF PARENT
Reference is hereby made to that certain Construction/Term Loan
Agreement dated as of September 25, 1996 (the "Loan Agreement") among Sunset
Station, Inc. ("Borrower"), the Lenders party thereto, Bank of Scotland and
Societe Generale, as Co-Agents, and Bank of America National Trust and Savings
Association, as Managing Agent.
The undersigned hereby consents to the execution, delivery and
performance by Borrower and the Managing Agent of Amendment No. 1 to the Loan
Agreement.
The undersigned represents and warrants to the Managing Agent and
the Lenders that the Completion Guaranty remains in full force and effect in
accordance with its terms.
Dated: October __, 1996
STATION CASINOS, INC.
By:
--------------------------------
Title:
---------------------
Exhibit B to Amendment
CONSENT OF LENDER
Reference is hereby made to that certain Construction/Term Loan
Agreement dated as of September 25, 1996 (the "Loan Agreement") among Sunset
Station, Inc. ("Borrower"), the Lenders party thereto, Bank of Scotland and
Societe Generale, as Co-Agents, and Bank of America National Trust and Savings
Association, as Managing Agent.
The undersigned Lender hereby consents to the execution and delivery
of Amendment No. 1 to Construction/Term Loan Agreement by the Managing Agent on
its behalf, substantially in the form of a draft dated on or about October 17,
1996 presented to the undersigned Lender.
Date: October __, 1996
_____________________________________
[Name of Institution]
By ___________________________________
______________________________________
[Printed Name and Title]
