AMENDMENT NO. 1 TO AMENDED AND RESTATED
REDUCING REVOLVING LOAN AGREEMENT
This Amendment No. 1 to Amended and Restated Reducing Revolving Loan
Agreement (this "Amendment") dated as of May 17, 1996 is entered into with
reference to the Amended and Restated Reducing Revolving Loan Agreement dated as
of March 19, 1996 among Palace Station Hotel & Casino, Inc., Boulder Station,
Inc., Texas Station, Inc., St. Xxxxxxx Riverfront Station, Inc. and Kansas City
Station Corporation (collectively, "Borrowers"), Station Casinos, Inc.
("Parent"), the Banks party thereto, Bank of Scotland and Societe Generale, as
Co-Agents, and Bank of America National Trust and Savings Association, as
Managing Agent (the "Loan Agreement"). Capitalized terms used but not defined
herein are used with the meanings set forth for those terms in the Loan
Agreement.
Borrowers, Parent and the Managing Agent, acting with the consent of
all of the Banks pursuant to Section 14.2 of the Loan Agreement, agree as
follows:
1. AMENDMENT TO SECTION 1.1. Section 1.1 of the Loan Agreement is
amended to revise the definition of "Secured Swap Agreement" by inserting the
words "or Parent (or all or any of them)" after the word "Borrowers" in the
second line thereof.
2. AMENDMENT TO SECTION 1.1. Section 1.1 of the Loan Agreement is
amended to revise the definition of "Swap Agreement" by inserting the words "or
Parent (or all or any of them)" after the word "Borrowers" in the second line
thereof.
3. DELETION OF SECTION 5.11. Section 5.11 is deleted from the Loan
Agreement.
4. AMENDMENT TO SECTION 6.7(f). Section 6.7(f) of the Loan Agreement is
amended to read in full as follows:
"(f) Indebtedness consisting of one or more Swap Agreements or
Guaranty Obligations with respect to obligations of any of Borrowers
or of Parent under one or more Swap Agreements; PROVIDED that the
aggregate notional amount of Indebtedness covered by
all Secured Swap Agreements does not exceed $100,000,000."
5. AMENDMENT TO SECTION 9.18. Section 9.18 is amended by striking the
period at the end thereof and inserting in its place the following:
"; PROVIDED that for purposes of this Section 9.18, the term "Cash"
shall not include funds on deposit in bank accounts of Parent or any
Restricted Subsidiary that are not "collected balances."'
6. DELETION OF SECTION 11.2(e). Section 11.2(e) of the Loan Agreement is
deleted.
7. APPROVAL OF LEASE AMENDMENT. The Second Amendment dated April 22,
1996 to Lease Agreement dated as of April 1, 1994 between Station/First Joint
Venture, as landlord, and Kansas City Station Corporation, as tenant, is hereby
approved.
8. CONDITIONS PRECEDENT. The effectiveness of this Amendment shall be
conditioned upon the receipt by the Managing Agent of all of the following, each
properly executed by a Responsible Official of each party thereto and dated as
of the date hereof:
(a) Counterparts of this Amendment executed by all parties
hereto;
(b) Written consents of each of the Sibling Guarantors to the
execution, delivery and performance hereof, substantially in the form of
Exhibit A to this Amendment; and
(c) Written consent of all of the Banks as required under
Section 14.2 of the Loan Agreement in the form of Exhibit B to this
Amendment.
9. REPRESENTATION AND WARRANTY. Borrowers represent and warrant to the
Managing Agent and the Banks that no Default or Event of Default has occurred
and remains continuing.
10. CONSENT OF PARENT. The execution of this Amendment by Parent shall
constitute its consent hereto in its capacity as guarantor under the Parent
Guaranty.
11. CONFIRMATION. In all other respects, the terms of the Loan Agreement
and the other Loan Documents are hereby confirmed.
IN WITNESS WHEREOF, Borrowers and the Managing Agent have executed
this Amendment as of the date first written above 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
By: /s/ Xxxxx X. Xxxxxxxxxxx
--------------------------------
Xxxxx X. Xxxxxxxxxxx
Vice President and
Chief Financial Officer
STATION CASINOS, INC.
By: /s/ Xxxxx X. Xxxxxxxxxxx
--------------------------------
Xxxxx X. Xxxxxxxxxxx
Executive Vice President and
Chief Financial Officer
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Managing Agent
By: /s/ X. Xxxxxxxxx
--------------------------------
X. Xxxxxxxxx, Xx.,
Vice President
Exhibit A to Amendment
CONSENT OF SIBLING GUARANTORS
Reference is hereby made to that certain Amended and Restated Reducing
Revolving Loan Agreement dated as of March 19, 1996 among Palace Station Hotel &
Casino, Inc., Boulder Station, Inc., Texas Station, Inc., St. Xxxxxxx Riverfront
Station, Inc. and Kansas City Station Corporation (collectively, "Borrowers"),
Station Casinos, Inc. ("Parent") the Banks party thereto, Bank of Scotland and
Societe Generale, as Co-Agents, and Bank of America National Trust and Savings
Association, as Managing Agent, (the "Loan Agreement").
Each of the undersigned hereby consents to the execution, delivery and
performance by Borrowers, Parent and the Managing Agent of Amendment No. 1 to
the Loan Agreement.
Each of the undersigned represents and warrants to the Managing Agent
and the Banks that the Subsidiary Guaranty remains in full force and effect in
accordance with its terms.
Dated: May ___, 1996
SOUTHWEST GAMING SERVICES, INC.
By: ______________________________
Title: ___________________________
SOUTHWEST SERVICES, INC.
By: _________________________________
Title: ______________________________
GREEN VALLEY STATION, INC.
By: _________________________________
Title: ______________________________
Exhibit B to Amendment
CONSENT OF BANK
Reference is hereby made to that certain Amended and Restated Reducing
Revolving Loan Agreement dated as of March 19, 1996 among Palace Station Hotel &
Casino, Inc., Boulder Station, Inc., Texas Station, Inc., St. Xxxxxxx Riverfront
Station, Inc. and Kansas City Station Corporation (collectively, "Borrowers"),
Station Casinos, Inc. ("Parent") the Banks party thereto, Bank of Scotland and
Societe Generale, as Co-Agents, and Bank of America National Trust and Savings
Association, as Managing Agent, (the "Loan Agreement").
The undersigned Bank hereby consents to the execution and delivery of
Amendment No. 1 to Amended and Restated Reducing Revolving Loan Agreement by the
Managing Agent on its behalf, substantially in the form of a draft dated on or
about April 25, 1996 presented to the undersigned Bank.
Date: May ___, 1996
_________________________________
[Name of Institution]
By ______________________________
_________________________________
[Printed Name and Title]
