AMENDMENT NO. 1 TO TERM LOAN AGREEMENT
This Amendment No. 1 to Term Loan Agreement (this "Amendment")
dated as of September 24, 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 the Loan Agreement (as
defined below)), and Bank of America, N.A., as Administrative Agent (the
"Administrative Agent"), is entered into with reference to the Term Loan
Agreement dated as of August 25, 1999 among Borrowers, Parent, the Lenders party
thereto, and the Administrative 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.
RECITALS
A. Parent has entered into an agreement (the "KC Acquisition Agreement"
which, together with the other terms defined in this Recital A, is more
specifically defined below) to purchase substantially all of the operating
assets of the Flamingo Hilton Riverboat Casino in Kansas City, Missouri (the
"Flamingo Casino") for approximately $22,500,000 in cash plus the assumption of
certain liabilities (the "KC Acquisition"). Parent intends to assign its rights
under the KC Acquisition Agreement to Front Street Station, LLC ("Kansas
City-Front Street"), a Missouri limited liability company whose sole member is
St. Xxxxxxx. The physical facilities of Flamingo Casino consist principally of
leasehold interests (the "Leaseholds") in a casino/entertainment vessel and a
parking garage and related structures, all of which are owned by the Port
Authority of Kansas City, Missouri and leased to Flamingo Casino. Parent has
requested that various provisions of the Loan Agreement be waived and amended in
order to (a) waive the requirement that the Lenders be granted a security
interest in the Leaseholds and (b) add Kansas City-Front Street as an additional
Borrower.
B. The Lenders are willing to waive and amend the necessary provisions of
the Loan Agreement as requested by Parent PROVIDED that (a) Kansas City-Front
Street grants a Lien in favor of the Lenders securing the Obligations on all of
its assets OTHER THAN the Leaseholds and (b) St. Xxxxxxx confirms
-1-
its obligation to pledge its equity interests in Kansas City-Front Street to the
Lenders to secure the Obligations, subject to necessary Gaming Board approval.
AGREEMENT
Borrowers, Parent and the Administrative Agent, acting with the
consent of the Requisite Lenders pursuant to Section 14.2 of the Loan Agreement,
agree as follows:
1. WAIVER OF SECTIONS 5.11, 5.12, 8.3 AND 8.4. The requirements set forth
in Sections 5.11, 5.12, 8.3 and 8.4 that Parent and Borrowers xxxxx x Xxxx to
the Lenders in any Real Property or vessels acquired subsequent to the Amendment
Effective Date are hereby waived as to the Leaseholds acquired in the KC
Acquisition; PROVIDED that concurrently therewith (a) Kansas City-Front Street
(defined below) executes and delivers to the Administrative Agent the Joinder
Agreement making it an additional Borrower, (b) Borrowers deliver to the
Administrative Agent such amended Schedules to the Loan Agreement as are
necessary to reflect the addition of Kansas City-Front Street as an additional
Borrower, which amended Schedules shall be acceptable to the Administrative
Agent, (c) Kansas City-Front Street executes and delivers to the Administrative
Agent such Collateral Documents and related UCC-1 financing statements as may be
required to result in a First Priority Lien (defined below) on all of the assets
(OTHER THAN the Leaseholds, which term is defined below) of Kansas City-Front
Street in favor of the Administrative Agent to secure the Obligations, (d) St.
Xxxxxxx executes and delivers to the Administrative Agent written confirmation
of its obligation to pledge its equity interest in Kansas City-Front Street to
the Lenders pursuant to Section 8.2, subject to any necessary Gaming Board
approval and (e) Parent, Kansas City-Front Street and the other Borrowers
deliver, or cause to be delivered, such authorizing resolutions, legal opinions
and other closing documents as may be reasonably requested by the Administrative
Agent. Nothing herein shall waive the obligation of Kansas City-Front Street to
perform its obligations under such Sections with respect to any Real Property or
vessel (including a leasehold interest therein) acquired by it subsequent to the
KC Acquisition.
2. SECTION 1.1. Section 1.1 of the Loan Agreement is amended to
add the following definitions:
"FIRST PRIORITY LIEN" means a Lien that is of the
-2-
first priority, EXCEPT for Liens and Negative Pledges permitted by
Section 6.6 of the Loan Agreement.
"FLAMINGO CASINO" means the Flamingo Hilton Riverboat Casino in
Kansas City, Missouri.
"KANSAS CITY-FRONT STREET" means Front Street Station LLC, a
Missouri limited liability company.
"KC ACQUISITION" means the purchase by Kansas City-Front Street
of substantially all of the operating assets of the Flamingo Casino
pursuant to the KC Acquisition Agreement.
"KC ACQUISITION AGREEMENT" means that certain Asset Purchase
Agreement dated September __, 1999 among Hilton Hotel Corporation,
Flamingo Hilton Riverboat Casino, L.P., Parent and, by assignment,
Kansas City-Front Street.
"KC ACQUISITION DATE" means the date upon which the KC
Acquisition occurs.
"LEASEHOLDS" means the leasehold estates in Real Property and
vessels owned by the Port Authority of Kansas City, Missouri acquired
by Kansas City-Front Street pursuant to the KC Acquisition Agreement.
3. SECTION 1.1. Section 1.1 of the Loan Agreement is hereby
further amended to revise the following definition to read as follows:
"BORROWERS" means, collectively (a) Palace, Boulder, Texas, St.
Xxxxxxx, Kansas City and Sunset and (b) upon its execution and
delivery of the Joinder Agreement, Kansas City-Front Street.
4. AMENDMENT OF CERTAIN EXHIBITS. Exhibits A and B are hereby
amended, as of the KC Acquisition Date, to add a reference to Kansas City-Front
Street as a Borrower in the introductory paragraphs thereof. Exhibit E is hereby
amended, as of the KC Acquisition Date, to add Kansas City-Front Street as a
maker of the Note.
5. RESCISSION OF APPROVAL AND AMENDMENTS. In the event that the
KC Acquisition Date has not occurred by December 31, 1999, the waiver set forth
in Paragraph 1 and the amendments set forth in Xxxxxxxxxx 0, 0 xxx 0 xxxxx xx
-3-
automatically rescinded.
6. CONDITIONS PRECEDENT. The effectiveness of this Amendment
shall be conditioned upon receipt by the Administrative Agent of all of the
following:
(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 in the form of
EXHIBIT A to this Amendment;
(c) Written consent of the Requisite Lenders as required under
Section 14.2 of the Loan Agreement in the form of EXHIBIT B
to this Amendment; and
(d) Such other assurances, certificates, documents, consents or
opinions as the Administrative Agent or the Lenders
reasonably may require.
7. REPRESENTATIONS AND WARRANTIES. Borrowers hereby represent and
warrant that no Default or Event of Default has occurred and remains continuing.
8. 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 Amendment.
9. CONFIRMATION. In all other respects, the terms of the Loan
Agreement and the other Loan Documents are hereby confirmed.
-4-
IN WITNESS WHEREOF, Borrowers and the Administrative Agent have
executed this Amendment as of the date first above written 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: 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, N.A.,
as Administrative Agent
By: s/ Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx
Vice President
-5-
Exhibit A to Amendment
CONSENT OF SIBLING GUARANTORS
Reference is hereby made to that certain Term 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, and Bank of America, N.A., as Administrative Agent, (as 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 Amendment No. 1 to the Loan Agreement.
Each of the undersigned represents and warrants to the
Administrative Agent and the Lenders that the Subsidiary Guaranty remains in
full force and effect in accordance with its terms.
Dated: September 24, 1999
GREEN VALLEY STATION, INC. SOUTHWEST GAMING SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxxxxxx By: s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxxxxxx Xxxxx X. Xxxxxxx
Vice President and Secretary
Chief Financial Officer
SOUTHWEST SERVICES, INC.
By: s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Secretary
-6-
Exhibit B to Amendment
CONSENT OF LENDERS
Reference is hereby made to that certain Term 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, and Bank of America, N.A., as Administrative Agent, (as amended,
the "Loan Agreement"). Capitalized terms not otherwise defined herein shall have
the meanings set forth in the Loan Agreement.
The undersigned Lender hereby consents to the execution and
delivery of Amendment No. 1 to Term Loan Agreement, by the Administrative Agent
on its behalf, substantially in the form of the most recent draft presented to
the undersigned Lender.
Dated: September 24, 0000
XXXX XX XXXXXXX, N.A.
By: s/ Xxxxx Xxxxx
Xxxxx Xxxxx
Principal
-7-
Exhibit B to Amendment
CONSENT OF LENDERS
Reference is hereby made to that certain Term 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, and Bank of America, N.A., as Administrative Agent, (as amended,
the "Loan Agreement"). Capitalized terms not otherwise defined herein shall have
the meanings set forth in the Loan Agreement.
The undersigned Lender hereby consents to the execution and
delivery of Amendment No. 1 to Term Loan Agreement, by the Administrative Agent
on its behalf, substantially in the form of the most recent draft presented to
the undersigned Lender.
Dated: September 24, 1999
AERIES FINANCE-II LIMITED
By: INVESCO Senior Secured
Management, Inc. as
Sub-Managing Agent
By: s/ Xxxx X. XxXxxxxx
Xxxx X. XxXxxxxx
Authorized Signatory
By: _________________________________
_____________________________________
[Printed Name and Title]
-8-
Exhibit B to Amendment
CONSENT OF LENDERS
Reference is hereby made to that certain Term 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, and Bank of America, N.A., as Administrative Agent, (as amended,
the "Loan Agreement"). Capitalized terms not otherwise defined herein shall have
the meanings set forth in the Loan Agreement.
The undersigned Lender hereby consents to the execution and
delivery of Amendment No. 1 to Term Loan Agreement, by the Administrative Agent
on its behalf, substantially in the form of the most recent draft presented to
the undersigned Lender.
Dated: September 21, 1999
BANK OF SCOTLAND
By: s/ Xxxxx Xxxxx
Xxxxx Xxxxx
Senior Vice President
-9-
Exhibit B to Amendment
CONSENT OF LENDERS
Reference is hereby made to that certain Term 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, and Bank of America, N.A., as Administrative Agent, (as amended,
the "Loan Agreement"). Capitalized terms not otherwise defined herein shall have
the meanings set forth in the Loan Agreement.
The undersigned Lender hereby consents to the execution and
delivery of Amendment No. 1 to Term Loan Agreement, by the Administrative Agent
on its behalf, substantially in the form of the most recent draft presented to
the undersigned Lender.
Dated: September 24, 0000
XXXXXXXX XXXXXXXX XXXX XX
XXXXXXXX
By: s/ Xxxxx Xxxx
Xxxxx Xxxx
Authorized Signatory
-10-
Exhibit B to Amendment
CONSENT OF LENDERS
Reference is hereby made to that certain Term 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, and Bank of America, N.A., as Administrative Agent, (as amended,
the "Loan Agreement"). Capitalized terms not otherwise defined herein shall have
the meanings set forth in the Loan Agreement.
The undersigned Lender hereby consents to the execution and
delivery of Amendment No. 1 to Term Loan Agreement, by the Administrative Agent
on its behalf, substantially in the form of the most recent draft presented to
the undersigned Lender.
Dated: September 23, 1999
FIRST UNION INSTITUTIONAL
DEBT MANAGEMENT
By: s/ X. X. Xxxxxxxx
X. X. Xxxxxxxx, III
Managing Director
IDM
-11-
Exhibit B to Amendment
CONSENT OF LENDERS
Reference is hereby made to that certain Term 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, and Bank of America, N.A., as Administrative Agent, (as amended,
the "Loan Agreement"). Capitalized terms not otherwise defined herein shall have
the meanings set forth in the Loan Agreement.
The undersigned Lender hereby consents to the execution and
delivery of Amendment No. 1 to Term Loan Agreement, by the Administrative Agent
on its behalf, substantially in the form of the most recent draft presented to
the undersigned Lender.
Dated: September 23, 1999
XXXXXXX XXXXX & CO.
By: s/ Xxxxxxx X. XxXxxxxxxx
Xxxxxxx X. XxXxxxxxxx
Authorized Signatory
-12-
Exhibit B to Amendment
CONSENT OF LENDERS
Reference is hereby made to that certain Term 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, and Bank of America, N.A., as Administrative Agent, (as amended,
the "Loan Agreement"). Capitalized terms not otherwise defined herein shall have
the meanings set forth in the Loan Agreement.
The undersigned Lender hereby consents to the execution and
delivery of Amendment No. 1 to Term Loan Agreement, by the Administrative Agent
on its behalf, substantially in the form of the most recent draft presented to
the undersigned Lender.
Dated: September 24, 1999
INDOSUEZ CAPITAL FUNDING IIA,
LIMITED
By: Indosuez Capital as Portfolio
Advisor
By: s/ Xxxxxxx Xxxxxx
Vice President
INDOSUEZ CAPITAL FUNDING III,
LIMITED
By: Indosuez Capital as Portfolio
Advisor
By: s/ Xxxxxxx Xxxxxx
Vice President
INDOSUEZ CAPITAL FUNDING IV,
LIMITED
By: Indosuez Capital as Portfolio
Advisor
By: s/ Xxxxxxx Xxxxxx
Vice President
-13-
Exhibit B to Amendment
CONSENT OF LENDERS
Reference is hereby made to that certain Term 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, and Bank of America, N.A., as Administrative Agent, (as amended,
the "Loan Agreement"). Capitalized terms not otherwise defined herein shall have
the meanings set forth in the Loan Agreement.
The undersigned Lender hereby consents to the execution and
delivery of Amendment No. 1 to Term Loan Agreement, by the Administrative Agent
on its behalf, substantially in the form of the most recent draft presented to
the undersigned Lender.
Dated: September 24, 1999
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
Managing Director
-14-
Exhibit B to Amendment
CONSENT OF LENDERS
Reference is hereby made to that certain Term 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, and Bank of America, N.A., as Administrative Agent, (as amended,
the "Loan Agreement"). Capitalized terms not otherwise defined herein shall have
the meanings set forth in the Loan Agreement.
The undersigned Lender hereby consents to the execution and
delivery of Amendment No. 1 to Term Loan Agreement, by the Administrative Agent
on its behalf, substantially in the form of the most recent draft presented to
the undersigned Lender.
Dated: September 22, 1999
PILGRIM PRIME RATE TRUST
By: Pilgrim Investments, Inc.
as its investment manager
By: s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Senior Vice President
-15-
Exhibit B to Amendment
CONSENT OF LENDERS
Reference is hereby made to that certain Term 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, and Bank of America, N.A., as Administrative Agent, (as amended,
the "Loan Agreement"). Capitalized terms not otherwise defined herein shall have
the meanings set forth in the Loan Agreement.
The undersigned Lender hereby consents to the execution and
delivery of Amendment No. 1 to Term Loan Agreement, by the Administrative Agent
on its behalf, substantially in the form of the most recent draft presented to
the undersigned Lender.
Dated: September 22, 1999
ML CLO XX PILGRIM
AMERICA (CAYMAN), LTD.
By: s/ Xxxxxx X. Xxxxxx
Senior Vice President
-16-
Exhibit B to Amendment
CONSENT OF LENDERS
Reference is hereby made to that certain Term 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, and Bank of America, N.A., as Administrative Agent, (as amended,
the "Loan Agreement"). Capitalized terms not otherwise defined herein shall have
the meanings set forth in the Loan Agreement.
The undersigned Lender hereby consents to the execution and
delivery of Amendment No. 1 to Term Loan Agreement, by the Administrative Agent
on its behalf, substantially in the form of the most recent draft presented to
the undersigned Lender.
Dated: September 22, 0000
XXXXXXX XXXXXXX HIGH INCOME
INVESTMENT, INC.
By: Pilgrim Investments, Inc.
as its investment manager
By: s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Senior Vice President
-17-
Exhibit B to Amendment
CONSENT OF LENDERS
Reference is hereby made to that certain Term 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, and Bank of America, N.A., as Administrative Agent, (as amended,
the "Loan Agreement"). Capitalized terms not otherwise defined herein shall have
the meanings set forth in the Loan Agreement.
The undersigned Lender hereby consents to the execution and
delivery of Amendment No. 1 to Term Loan Agreement, by the Administrative Agent
on its behalf, substantially in the form of the most recent draft presented to
the undersigned Lender.
Dated: September 24, 1999
PINEHURST TRADING, INC.
By: s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Vice President
-18-
Exhibit B to Amendment
CONSENT OF LENDERS
Reference is hereby made to that certain Term 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, and Bank of America, N.A., as Administrative Agent, (as amended,
the "Loan Agreement"). Capitalized terms not otherwise defined herein shall have
the meanings set forth in the Loan Agreement.
The undersigned Lender hereby consents to the execution and
delivery of Amendment No. 1 to Term Loan Agreement, by the Administrative Agent
on its behalf, substantially in the form of the most recent draft presented to
the undersigned Lender.
Dated: September 24, 1999
PPM SPYGLASS FUNDING TRUST
By: s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Authorized Agent
-19-
Exhibit B to Amendment
CONSENT OF LENDERS
Reference is hereby made to that certain Term 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, and Bank of America, N.A., as Administrative Agent, (as amended,
the "Loan Agreement"). Capitalized terms not otherwise defined herein shall have
the meanings set forth in the Loan Agreement.
The undersigned Lender hereby consents to the execution and
delivery of Amendment No. 1 to Term Loan Agreement, by the Administrative Agent
on its behalf, substantially in the form of the most recent draft presented to
the undersigned Lender.
Dated: September 24, 1999
WINGED FOOT FUNDING TRUST
By: s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Authorized Agent
-20-