EXHIBIT 4.1
FACILITY INCREASE GLOBAL DOCUMENT
Reference is hereby made to that certain Third Amended and
Restated Reducing Revolving Loan Agreement dated as of August 25, 1999 among
Palace Station Hotel & Casino, Inc., Boulder Station, Inc., Texas Station, Inc.,
St. Xxxxxxx Riverfront Station, Inc., Kansas City Station Corporation and Sunset
Station, Inc. (collectively, the "Borrowers"), Station Casinos, Inc. ("Parent")
(but only for the purpose of making the covenants set forth in Articles 8 and 9
of such Loan Agreement), the Lenders party thereto, Societe Generale, as
Documentation Agent, Bank of Scotland, as Co-Agent, and Bank of America, N.A.,
as Administrative Agent (the "Administrative Agent") (as heretofore amended, the
"Loan Agreement"). Capitalized terms used but not defined herein are used with
the meanings set forth for those terms in the Loan Agreement.
R E C I T A L S
A. Pursuant to Section 2.13 of the Loan Agreement, by letter dated
February 8, 2000 forwarded to the Lenders by the Administrative Agent by its
letter dated February 17, 2000, Borrowers requested a Facility Increase of
$50,000,000. In response to that request, three (3) existing Lenders agreed to
increase their respective aggregate Commitments by the following amounts:
- Bank of America, N.A. $ 5,000,000
("Bank of America")
- Bank One, N.A. $ 3,571,428
("Bank One")
- Xxxxx Fargo Bank, N.A. $20,714,286
("Xxxxx Fargo")
In addition, the following new Lender agreed to join the Loan
Agreement with its aggregate Commitments as follows:
- Credit Lyonnais Los Angeles Branch $20,714,286
("Credit Lyonnais")
Accordingly, the requested Facility Increase of $50,000,000 has been
agreed upon by Bank of America, Bank One, Xxxxx Fargo and Credit Lyonnais
(collectively, the "Increasing Lenders").
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B. There are two (2) Commitments under the Loan Agreement: the Line A
Commitment and the Line B Commitment. As of immediately prior to the Facility
Increase, the amounts thereof were as follows:
- Line A Commitment $72,000,000
- Line B Commitment $258,750,000
Pursuant to the Loan Agreement, the Facility Increase of $50,000,000
will be applied to the Line B Commitment, and will therefore result in the
Line B Commitment being $308,750,000 as of the date hereof. Pursuant to
Section 2.6 of the Loan Agreement, on March 31, 2001 and each following
Reduction Date, the Line B Commitment (and eventually the Line A Commitment)
will be reduced by the applicable Reduction Amount.
C. The Loan Agreement requires that each Lender hold the same Pro Rata
Share of the Line A Commitment and the Line B Commitment. Section 2.13 of the
Loan Agreement obligates the Lenders in connection with a Facility Increase to
make such assignments and purchases of the Commitments as may be necessary to
maintain the same Pro Rata Share of the Commitments. Because the Facility
Increase is being implemented on a non-pro rata basis by the existing Lenders
(including the joinder of a new Lender), it will be necessary for all of the
Lenders to make assignments and purchases of the Commitments among the Lenders
to result in the same Pro Rata Share of the Line A Commitment and Line B
Commitment being held by each Lender.
D. As of the date hereof, the following Loans and Letters of Credit are
outstanding under the Loan Agreement:
- Line A Loans - $-0-
- Line B Loans - $198,000,000
- Letter of Credit - $ 4,800,000
(under Line B
Commitment)
The Letter of Credit referred to above is No. LC 3017345 dated July
23, 1999 in favor of Mercantile Bank, N.A. (the "Outstanding Letter of
Credit").
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E. Borrowers, the Administrative Agent, the Increasing Lenders and the
Lenders desire to execute and deliver this Facility Increase Global Document in
order to:
- Implement the Facility Increase described above;
- Add Credit Lyonnais as an additional Lender;
- Effect such assignments and purchases of the Commitments by the
Lenders to result in each Lender holding the same Pro Rata of the
Line A Commitment and Line B Commitment; and
- Provide for various payments among the Lenders in connection with
the foregoing.
F. Under Section 13.1 of the Loan Agreement, the Administrative
Agent is appointed as agent of the Lenders for purposes incidental to the
provisions of the Loan Agreement as determined by the Administrative Agent.
The Administrative Agent has determined that execution and delivery of this
Facility Increase Global Document as agent on behalf of the Lenders (OTHER
THAN the Increasing Lenders) to effect the assignments and purchases agreed
upon in Section 2.13 of the Loan Agreement is so incidental.
A G R E E M E N T
Borrowers, the Administrative Agent, the Increasing Lenders and the
Lenders (acting through the Administrative Agent pursuant to Section 13.1 of
the Loan Agreement) hereby agree as follows:
1. CONFIRMATION OF FACILITY INCREASE. A Facility Increase in the
amount of $50,000,000 is hereby confirmed, effective as of the effective date
(the "Effective Date") of this Facility Increase Global Document. As of the
Effective Date, the Line B Commitment is confirmed, subject to Sections 2.5
and 2.6, at $308,750,000. Borrowers acknowledge that (a) pursuant to Section
2.6 of the Loan Agreement, the Line B Commitment shall be reduced on March
31, 2001 and each subsequent Reduction Date by the applicable Reduction
Amount and (b) no further Facility Increases are available under Section 2.13
of the Loan Agreement.
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2. JOINDER OF NEW LENDER. Credit Lyonnais hereby joins as of the
Effective Date the Loan Agreement as a Lender and agrees to be obligated as a
Lender thereunder, and under each other Loan Document, with Commitments and
Pro Rata Share as follows:
- Line A Commitment $ 3,917,081
- Line B Commitment $16,797,205
- Pro Rata Share of Line A
Commitment and Line B
Commitment 5.440390282%
, in each case as set forth in Schedule 1.1A in the form of EXHIBIT A to this
Facility Increase Global Document.
Credit Lyonnais expressly assumes its Pro Rata Share of its
obligations as a Lender with respect to the Outstanding Letter of Credit.
Credit Lyonnais acknowledges that (a) it has received copies of the Loan
Agreement and all other Loan Documents, (b) it has received copies of such
financial and other information furnished to the Lenders under ARTICLE 10 of
the Loan Agreement as it has requested of Borrowers, (c) it is acquiring its
interest in the rights and obligations of a Lender under the Loan Agreement
directly from Borrowers, and not from any other Lender or the Administrative
Agent and (d) it has made its own credit evaluation with respect to the
obligations of Borrowers under the Loan Agreement and is not relying on any
express or implied representations of any Lender or the Administrative Agent.
Credit Lyonnais shall pay to the Administrative Agent the amount set forth
opposite its name in EXHIBIT B to this Facility Increase Global Document,
which represents its Pro Rata Share of the Line B Loans outstanding as of the
Effective Date. Such amount shall be paid by the Administrative Agent to the
other Lenders in accordance with EXHIBIT B.
3. INCREASE OF COMMITMENTS OF CERTAIN EXISTING LENDERS. Bank of
America, Bank One and Xxxxx Fargo each hereby agrees to assume the increased
amounts of their respective Pro Rata Shares of the Line A Commitment and Line
B Commitment as is set forth in SCHEDULE 1.1A in the form of EXHIBIT A to
this Facility Increase Global Document, which gives effect to the Facility
Increase. Bank of America, Bank One and Xxxxx Fargo shall each pay to the
Administrative Agent the amount set forth opposite its name in EXHIBIT B to
this Facility Increase Global Document, which represents its incremental Pro
Rata Share of the Line B Loans outstanding as of the Effective Date. Such
amount shall be paid by the Administrative Agent to the other Lenders in
accordance with EXHIBIT B.
4. ASSIGNMENTS AND PURCHASES OF COMMITMENTS. Each of the Lenders
(the "Existing Lenders"), other than Credit Lyonnais, hereby makes as of the
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Effective Date such assignments and purchases of its respective Pro Rata
Share of the Line A Commitment and Line B Commitment as are necessary to
result in the Pro Rata Shares of the Line A Commitment and Line B Commitment
as is set forth in SCHEDULE 1.1A in the form of Exhibit A to this Facility
Increase Global Document. The provisions of the Commitments Assignment and
Acceptance (Exhibit A to the Loan Agreement) shall apply to such assignments
and purchases, which provisions are incorporated herein by this reference.
Such assignments and purchases shall be effected by payment/receipt by each
Lender of the amounts set forth in EXHIBIT B to this Facility Increase Global
Document.
5. CONDITIONS PRECEDENT. The effectiveness of this Facility Increase
Global Document shall be conditioned upon receipt by the Administrative Agent
of all of the following:
(a) Counterparts of this Facility Increase Global Document
executed by Borrowers, the Administrative Agent and the
Increasing Lenders;
(b) Written consents of each of the Sibling Guarantors to the
execution, delivery and performance hereof in the form
of EXHIBIT C to this Facility Increase Global Document;
(c) Line A Notes and Line B Notes executed by Borrowers in
favor of each Lender in the amounts of their respective
Pro Rata Shares of the Line A Commitment and Line B
Commitment;
(d) A Certificate of the Secretary of Borrowers certifying that
the attached resolutions of their respective Boards of
Directors authorizing the Facility Increase have been
duly adopted and remain in effect;
(e) The payments required to be made by the Increasing Lenders
and the purchasing Lenders pursuant to Paragraphs 2, 3 and
4 above; and
(f) Such other assurances, certificates, documents, consents or
opinions as the Administrative Agent or the Lenders
reasonably may require.
6. REPRESENTATIONS AND WARRANTIES. Borrowers hereby represent and
warrant that no Default or Event of Default has occurred and remains
continuing.
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7. CONSENT OF PARENT. The execution of this Amendment by Parent
shall constitute its consent, in its capacity as guarantor under the Parent
Guaranty, to this Facility Increase Global Document.
8. CONFIRMATION. In all other respects, the terms of the Loan
Agreement and the other Loan Documents are hereby confirmed.
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IN WITNESS WHEREOF, Borrowers, the Administrative Agent and Credit
Lyonnais have executed this Facility Increase Global Document as of March 24,
2000 by their duly authorized representatives.
PALACE STATION HOTEL & CASINOS, INC.
BOULDER STATION, INC.
TEXAS STATION, INC.
ST. XXXXXXX RIVERFRONT STATION, INC.
KANSAS CITY STATION CORPORATION
SUNSET STATION, INC.
By: ------------------------------
Xxxxx X. Xxxxxxxxxxx
Senior Vice President
STATION CASINOS, INC.
By: ------------------------------
Xxxxx X. Xxxxxxxxxxx
Executive Vice President and
Chief Financial Officer
BANK OF AMERICA, N.A., as
Administrative Agent
By: ------------------------------
Xxxxxx Xxxxxxx
Vice President
BANK OF AMERICA, N.A., as a Lender
By: ------------------------------
------------------------------
[Printed Name and Title]
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BANK ONE, N.A., as a Lender
By: ------------------------------
------------------------------
[Printed Name and Title]
XXXXX FARGO BANK, N.A., as a Lender
By: ------------------------------
------------------------------
[Printed Name and Title]
CREDIT LYONNAIS LOS ANGELES BRANCH,
as a Lender
By: ------------------------------
Xxxxxx X. Xxxxx
First Vice President and Manager
Credit Lyonnais Los Angeles Branch
000 Xxxxx Xxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx Xxxxxxx
Vice President
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
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Exhibit A to Facility Increase Global Document
SCHEDULE 1.1A
--------------------------- ---------------------------------------- -------------------------------------------
Lender Line A Commitment Line B Commitment
--------------------------- ---------------------------------------- -------------------------------------------
Amount Pro Rata Share Amount Pro Rata Share
--------------------------- ------------------ --------------------- -------------------- ----------------------
Bank of America 13,454,497.68 18.686802362% 57,695,502.26 18.686802362%
--------------------------- ------------------- --------------------- -------------------- ---------------------
Societe Generale 8,934,996.72 12.409717663% 38,315,003.28 12.409717663%
--------------------------- ------------------- --------------------- -------------------- ---------------------
Bank of Scotland 7,147,997.37 9.927774130% 30,652,002.63 9.927774130%
--------------------------- ------------------- --------------------- -------------------- ---------------------
ABN AMRO Bank 4,467,498.36 6.204858831% 19,157,501.64 6.204858831%
--------------------------- ------------------- --------------------- -------------------- ---------------------
Bank One, N.A. 5,142,857.03 7.142856993% 22,053,570.97 7.142856993%
--------------------------- ------------------- --------------------- -------------------- ---------------------
Xxxxx Fargo Bank 8,384,579.36 11.645249114% 35,954,706.64 11.645249114%
--------------------------- ------------------- --------------------- -------------------- ---------------------
CIBC Inc. 3,573,998.69 4.963887085% 15,326,001.31 4.963887085%
--------------------------- ------------------- --------------------- -------------------- ---------------------
Bank Austria Creditanstalt 2,680,499.02 3.722915299% 11,494,500.99 3.722915299%
--------------------------- ------------------- --------------------- -------------------- ---------------------
Bank of Hawaii 2,680,499.02 3.722915299% 11,494,500.99 3.722915299%
--------------------------- ------------------- --------------------- -------------------- ---------------------
BankBoston 2,680,499.02 3.722915299% 11,494,500.99 3.722915299%
--------------------------- ------------------- --------------------- -------------------- ---------------------
First Security Bank 2,680,499.02 3.722915299% 11,494,500.99 3.722915299%
--------------------------- ------------------- --------------------- -------------------- ---------------------
Summit Bank 2,680,499.02 3.722915299% 11,494,500.99 3.722915299%
--------------------------- ------------------- --------------------- -------------------- ---------------------
Hibernia National Bank 2,680,499.02 3.722915299% 11,494,500.99 3.722915299%
--------------------------- ------------------- --------------------- -------------------- ---------------------
CIT Group/ Equipment 893,499.67 1.240971766% 3,831,500.33 1.240971766%
Financing
--------------------------- ------------------- --------------------- -------------------- ---------------------
Credit Lyonnais, Los 3,917,081.00 5.440390282% 16,797,205.00 5.440390282%
Angeles Branch
--------------------------- ------------------- --------------------- -------------------- ---------------------
Totals $72,000,000.00 100.000000000% $308,750,000.00 100.000000000%
--------------------------- ------------------- --------------------- -------------------- ---------------------
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Exhibit B to Facility Increase Global Document
LENDER PAYMENTS AND RECEIPTS
LINE B OUTSTANDING PRINCIPAL
------------------------------------------------------ ----------------------------- ---------------------------
LENDER PAY RECEIVE
------------------------------------------------------ ----------------------------- ---------------------------
Bank of America $2,534,471.45
------------------------------------------------------ ----------------------------- ---------------------------
ABN Amro Bank $1,810,336.74
------------------------------------------------------ ----------------------------- ---------------------------
Bank Austria Creditanstalt $1,086,202.04
------------------------------------------------------ ----------------------------- ---------------------------
Bank of Hawaii $1,086,202.04
------------------------------------------------------ ----------------------------- ---------------------------
Bank of Scotland $2,896,538.79
------------------------------------------------------ ----------------------------- ---------------------------
Bank One $0.29
------------------------------------------------------ ----------------------------- ---------------------------
BankBoston $1,086,202.04
------------------------------------------------------ ----------------------------- ---------------------------
CIBC $1,448,269.40
------------------------------------------------------ ----------------------------- ---------------------------
CIT Group/Equipment Financing $362,067.35
------------------------------------------------------ ----------------------------- ---------------------------
Credit Lyonnais $10,499,953.24
------------------------------------------------------ ----------------------------- ---------------------------
First Security Bank $1,086,202.04
------------------------------------------------------ ----------------------------- ---------------------------
Hibernia National Bank $1,086,202.04
------------------------------------------------------ ----------------------------- ---------------------------
Societe Generale $3,620,673.48
------------------------------------------------------ ----------------------------- ---------------------------
Summit Bank $1,086,202.04
------------------------------------------------------ ----------------------------- ---------------------------
Xxxxx Fargo Bank $8,689,616.50
------------------------------------------------------ ----------------------------- ---------------------------
Totals $19,189,569.74 $19,189,569.74
------------------------------------------------------ ----------------------------- ---------------------------
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Exhibit C to Facility Increase Global Document
CONSENT OF SIBLING GUARANTORS
Reference is hereby made to that certain Third Amended and Restated
Reducing Revolving Loan Agreement dated as of August 25, 1999 among Palace
Station Hotel & Casino, Inc., Boulder Station, Inc., Texas Station, Inc., St.
Xxxxxxx Riverfront, Inc., Kansas City Station Corporation and Sunset Station
(collectively, the "Borrowers"), Station Casinos, Inc. ("Parent") (but only
for the purpose of making the covenants set forth in Articles 8 and 9 of the
Loan Agreement (as defined below)), the Lenders party thereto, Societe
Generale, as Documentation Agent, Bank of Scotland, as Co-Agent, and Bank of
America, N.A., as Administrative Agent, (as heretofore amended, the "Loan
Agreement"). Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Loan Agreement.
Each of the undersigned hereby consents to the execution, delivery
and performance by Borrowers of the Facility Increase Global Document in
connection with the Loan Agreement.
Each of the undersigned represents and warrants to the
Administrative Agent and the Lenders that the Sibling Guaranty remains in
full force and effect in accordance with its terms.
Dated: March 24, 2000
GREEN VALLEY STATION, INC. SOUTHWEST GAMING SERVICES, INC.
By: ------------------------------ By: ------------------------------
Xxxxx X. Xxxxxxxxxxx Xxxxx X. Xxxxxxx
Vice President and Secretary
Chief Financial Officer
TROPICANA STATION, INC. SOUTHWEST SERVICES, INC.
By: ------------------------------ By: ------------------------------
Xxxxx X. Xxxxxxxxxxx Xxxxx X. Xxxxxxx
Senior Vice President Secretary
-11-
SUNSET STATION LEASING COMPANY, LLC
By: ------------------------------
Xxxxx X. Xxxxxxxxxxx
Senior Vice President
-12-
