AMENDMENT NO. 2 TO
CONSTRUCTION/TERM LOAN AGREEMENT
This Amendment No. 2 to Construction/Term Loan Agreement (this
"Amendment") is entered into with reference to the Construction/Term Loan
Agreement dated as of September 25, 1996 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 (as heretofore amended by Amendment No. 1 dated as of October 28, 1996,
the "Loan Agreement"). 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 the
Requisite Lenders pursuant to Section 12.2 of the Loan Agreement, agree as
follows:
1. SECTION 1.1. Section 1.1 of the Loan Agreement is amended to
revise the definition of Construction Budget therein set forth by adding the
following at the end thereof:
", as amended and restated pursuant to the revised itemized
schedule delivered by Borrower to the Managing Agent on or
about March 12, 1997."
2. SECTION 7.2. Section 7.2 of the Loan Agreement is amended by
deleting the figures "$207,000,000" in Subsection 7.2(c) and inserting the
figures "$237,000,000" at that place.
3.
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 all parties hereto;
b. a copy of the revised Construction Budget;
c. a Certificate signed by a Senior Officer of Borrower confirming
that all expenditures on the Project in excess of $202,000,000
have been or will be funded by Cash Equity Contributions made
subsequent to the Closing Date;
d. the written consent of Parent to the execution, delivery and
performance hereof, substantially in the form of Exhibit A to
this Amendment; and
e. the 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.
4. REPRESENTATION AND WARRANTY. Borrowers represent and warrant to
the Managing Agent and the Lenders that no Default or Event of Default has
occurred and remains continuing.
5. 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 March 21, 1997 by their duly authorized representatives.
SUNSET STATION, INC.
By: /s/ Xxxxx X. Xxxxxxxxxxx
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Xxxxx X. Xxxxxxxxxxx
Executive Vice President and
Chief Financial Officer
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Managing Agent
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. 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 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 "Loan Agreement").
The undersigned, in its capacity as completion guarantor pursuant to
the Completion Guaranty (as defined in the Loan Agreement), hereby consents to
the execution, delivery and performance by Borrower and the Managing Agent of
Amendment No. 2 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: March __, 1997
STATION CASINOS, INC.
By:
----------------------------------
Xxxxx X. Xxxxxxxxxxx
Executive Vice President and
Chief Financial Officer
Exhibit B to Amendment
CONSENT OF LENDER
Reference is hereby made to that certain Construction/Term Loan
Agreement dated as of September 25, 1996 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 "Loan Agreement").
The undersigned Lender hereby consents to the execution and delivery
of Amendment No. 2 to the Construction/Term Loan Agreement by the Managing Agent
on its behalf, substantially in the form of a draft dated on or about March 19,
1997 presented to the undersigned Lender.
Dated: March __, 1997
_________________________________
[Name of Institution]
By: _________________________________
_________________________________
[Printed Name and Title]
