AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED
REDUCING REVOLVING LOAN AGREEMENT
This Amendment No. 3 to Third Amended and Restated Reducing Revolving
Loan Agreement (this "Amendment") dated as of June 2, 2000 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 Third
Amended and Restated Reducing Revolving Loan Agreement dated as of August 25,
1999 among Borrowers, Parent, the Lenders party thereto, Societe Generale, as
Documentation Agent, Bank of Scotland, as Co-Agent, and the Administrative Agent
(as amended from time to time, 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 desires to enter into transactions in connection with
the construction of the Green Valley Project. For such purpose, Parent has
formed GV Ranch Station, Inc., a Nevada corporation ("GVR Station"), as a
Wholly- Owned Subsidiary. Pursuant to this Amendment, GVR Station will be
designated an "Unrestricted New Venture Entity". GVR Station and GCR Gaming LLC,
a Nevada limited liability company ("GCR, LLC "), each hold a fifty percent
(50%) membership equity interest in Green Valley Ranch Gaming, LLC, a Nevada
limited liability company ("Green Valley Gaming"). Pursuant to a revolving loan
agreement (as amended from time to time, the "Green Valley Loan Agreement"),
Bank of America, N.A. and each of the other lenders from time to time parties to
the Green Valley Loan Agreement (collectively, the "Green Valley Lenders") will
make certain credit facilities available to Green Valley Gaming for the
construction and operation of the Green Valley Project. It is a condition
precedent to the Green Valley Lenders' obligations to make such credit
facilities available that Parent and GVR Station enter into certain Guaranties
and Completion Guaranties and Keep-Well Agreements. GVR Station proposes to
enter into (a) a completion guaranty (as amended from time to time, the "Green
Valley Completion Guaranty") pursuant to which GVR Station, on a joint and
several basis with GCR, LLC, will agree to make cash equity contributions to
Green Valley Gaming to the extent that construction costs of the Green Valley
Project exceed $280,000,000 and (b) a keep-well agreement (as amended from time
to time, the "Green Valley Keep-Well Agreement") pursuant to which GVR Station
and GCR,
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LLC will agree, on a joint and several basis, to make cash equity contributions
("Additional Contributions") in an amount sufficient to cure any payment
defaults or violations of financial covenants under the Green Valley Loan
Agreement. Parent proposes to enter into a guaranty (as amended from time to
time, the "Green Valley Parent Guaranty") pursuant to which Parent shall
guaranty the payment by and performance of GVR Station under the Green Valley
Completion Guaranty and the Green Valley Keep-Well Agreement.
B. Parent further desires to enter into transactions in
connection with completion of the Auburn Indian Gaming Project. Pursuant to a
loan agreement (as amended from time to time, the "Auburn Loan Agreement"), Bank
of America, N.A. and each of the other lenders from time to time parties to the
Auburn Loan Agreement will make certain credit facilities available to a
wholly-owned instrumentality (the "Auburn Borrower") of the United Auburn Indian
Community, a Native American sovereign nation which is a federally recognized
Indian Tribe, for the construction and operation of the Auburn Indian Project.
In connection therewith, Parent proposes to enter into a completion guaranty (as
amended from time to time, the "Auburn Completion Guaranty") and a keep-well
agreement (as amended from time to time, the "Auburn Keep-Well Agreement").
Pursuant to the terms of the Auburn Completion Guaranty, Parent will guaranty
the completion of the Auburn Indian Gaming Project not later than June 30, 2001
or such later date as may be agreed to. Pursuant to the Auburn Keep-Well
Agreement, Parent will agree to make subordinated loans to the Auburn Borrower
in an amount sufficient to cure any payment defaults or violations of financial
covenants under the Auburn Loan Agreement.
C. Borrowers and Parent further desire to make such other
amendments to the Loan Agreement as are set forth herein.
D. Parent and Borrowers have requested that Administrative Agent
and the Lenders, on the terms and conditions set forth herein, agree to such
amendments to the Loan Agreement, and grant such waivers and consents, as shall
be necessary to permit the transactions described in Recitals A-C above.
E. Subject to the terms and conditions set forth below,
Administrative Agent and the Lenders are willing to grant such consents and
waive and amend the necessary provisions of the Loan Agreement as shall be
necessary to permit the transactions described in Recitals A-D above.
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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. SECTION 1.1 - DEFINITION OF "COMPLETION GUARANTY AND KEEP-WELL
AGREEMENT." The definition of "Completion Guaranty and Keep-Well Agreement
contained in SECTION 1.1 is hereby amended to specifically include the Auburn
Completion Guaranty, the Auburn Keep-Well Agreement, the Green Valley Completion
Guaranty, the Green Valley Keep-Well Agreement and the Green Valley Parent
Guaranty (each as defined in the Recitals to this Amendment).
2. SECTION 1.1 - DEFINITION OF "NEW VENTURE". The definition of
"New Venture" contained in SECTION 1.1 is hereby amended to specifically include
the Auburn Indian Project and the Green Valley Project.
3. SECTION 1.1 - DEFINITION OF "PERIPHERAL ASSETS". The
definition of "Peripheral Assets" contained in SECTION 1.1 is hereby amended to
specifically include that certain forty (40) acre parcel of Real Property
acquired from Sahara Las Vegas Corporation on December 15, 1999, which Real
Property Parent and Borrowers currently propose to sell on or before December
31, 2000 (the "Peripheral Parcel").
4. SECTION 9.5 - DISTRIBUTIONS. SECTION 9.5(e) is hereby amended
by adding the word "and" after the semi-colon at the end thereof and a new
Section 9.5(f) is hereby added to read as follows:
"(f) derivative and option transactions relating to the
repurchase of Common Stock; PROVIDED that the aggregate amount of all
such transactions during the term of this Agreement when combined with
all repurchases or redemptions of Common Stock and Preferred Stock
permitted by SECTION 9.5(e) shall not exceed $100,000,000;".
5. SECTION 9.9(f) - COMPLETION GUARANTIES AND KEEP-WELL
AGREEMENTS. Administrative Agent and the Lenders hereby (a) consent to Parent's
execution and delivery of, and/or performance under or with respect to, the
Auburn Keep-Well Agreement, the Auburn Completion Guaranty and the Green Valley
Parent Guaranty (collectively with the Green Valley Completion Guaranty and the
Green Valley Keep-Well Agreement, the "Auburn/Green Valley Documents") and (b)
waive the provisions of SECTION 9.9(f) of the Loan Agreement solely to the
extent that such
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provision prohibits Parent's execution and delivery of, and/or performance under
or with respect to, any of the Auburn/Green Valley Documents; PROVIDED, HOWEVER,
that (a) none of the Auburn/Green Valley Documents, or any documents executed in
connection therewith, shall be amended, supplemented or otherwise modified in a
manner which increases the liability of Parent above that which has been
described in this Amendment or is otherwise adverse to the interests of the
Lenders absent the prior written consent of the Requisite Lenders and (b) so
long as any of the Auburn/Green Valley Documents shall be in full force and
effect, Parent shall not enter into any other Completion Guaranties and
Keep-Well Agreements in respect of construction projects undertaken by an
Unrestricted New Venture Entity absent the prior written consent of the
Requisite Lenders. The parties hereto acknowledge that as an alternative
structure, Parent may become a joint and several party to the Green Valley
Keep-Well Agreement and/or the Green Valley Completion Guaranty in lieu of
executing the Green Valley Parent Guaranty. Subject to the limitations set forth
in clauses (a) and (b) above, the Administrative Agent and the Lenders hereby
further consent to such alternative structure and to Parent's execution and
delivery of, and performance under, the Green Valley Completion Guaranty and the
Green Valley Keep-Well Agreement. The parties hereto further acknowledge that
(a) the Auburn/Green Valley Documents are in lieu of and NOT in addition to the
Completion Guaranties and Keep-Well Agreements permitted by SECTION 9.9(f) of
the Loan Agreement and (b) that upon termination of each of the Auburn/Green
Valley Documents, the provisions of SECTION 9.9(f) shall govern the execution
and delivery by Parent of Guaranties and Keep-Well Agreements.
6. SECTION 9.14(f) - EXPANSION CAPITAL EXPENDITURES AND NEW
VENTURE EXPENDITURES. Administrative Agent and the Lenders hereby waive the
provisions of SECTIONS 9.14(f)(i) and (ii) solely to the extent that such
provisions prohibit Parent from making or entering into any legally binding
commitment to make any New Venture Expenditures in connection with the Green
Valley Project located in Henderson, Nevada.
7. SECTION 9.15 - INVESTMENTS. SECTIONS 9.15(m) and (n) are
hereby amended and a new SECTION 9.15(o) is hereby added to the Loan Agreement,
each reading as follows (underlining added to show new language):
"(m) Investments in or to finance the purchase by others
of Kansas City Local Shares not to exceed $4,000,000;
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(n) Investments in Unrestricted New Venture Entities
(including any Locals Securities Acquisition) permitted by Section
9.14; and
(o) INVESTMENTS CONSISTING OF LOANS MADE TO PERSONS, OR
ANY WHOLLY-OWNED SUBSIDIARY OF SUCH PERSONS, THAT ARE PRIMARILY ENGAGED
IN THE CASINO BUSINESS IN THE GREATER LAS VEGAS, NEVADA METROPOLITAN
AREA ORIENTED TO THE "LOCALS" MARKET; PROVIDED THAT (i) SUCH LOANS ARE
MADE IN CONTEMPLATION OF (A) A LOCALS SECURITIES ACQUISITION WITH
RESPECT TO ANY SUCH PERSON OR AFFILIATE THEREOF OR (B) THE PURCHASE OF
ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF ANY SUCH PERSON OR AFFILIATE
THEREOF, (ii) SUCH LOAN SHALL BE ON TERMS AND BE SECURED IN A MANNER
CONSISTENT WITH PRUDENT LENDING PRACTICES FOR TRANSACTIONS OF THIS
NATURE, (iii) THE MATURITY OF SUCH LOAN SHALL NOT BE GREATER THAN TWO
(2) YEARS FROM THE MAKING THEREOF AND (iv) THE AGGREGATE AMOUNT OF ALL
SUCH LOANS MADE DURING THE TERM OF THIS AGREEMENT SHALL NOT EXCEED
$40,000,000."
8. 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 Peripheral Parcel. Nothing
herein shall waive the obligation of Parent or any Borrower to perform its
obligations under such Sections with respect to any Real Property or vessel
(including a leasehold interest therein) acquired by it other than waived by
this SECTION 8.
9. DESIGNATION OF UNRESTRICTED NEW VENTURE ENTITY. GV Ranch
Station, Inc., a Nevada corporation and a Wholly-Owned Subsidiary of Parent, is
hereby designated by Parent as an Unrestricted New Venture Entity.
10. 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;
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(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.
11. REPRESENTATIONS AND WARRANTIES. Borrowers hereby represent and
warrant that no Default or Event of Default has occurred and remains continuing.
12. 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.
13. 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 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
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Xxxxx X. Xxxxxxxxxxx, Vice President and
Chief Financial Officer
STATION CASINOS, INC.
By: /s/ Xxxxx X. Xxxxxxxxxxx
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Xxxxx X. Xxxxxxxxxxx, Executive Vice
President and Chief Financial Officer
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BANK OF AMERICA, N.A., as Administrative
Agent
By: /s/ Xxxxxx Xxxxxxx
----------------------------------------
Xxxxxx Xxxxxxx
Vice President
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Exhibit A to Amendment
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 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. 3 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: June 2, 2000
GREEN VALLEY STATION, INC. SOUTHWEST GAMING SERVICES, INC.
SOUTHWEST SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxxxxxx By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxxxxxx Xxxxx X. Xxxxxxx
Vice President and Secretary
Chief Financial Officer
TROPICANA STATION, INC. SUNSET STATION LEASING
COMPANY, LLC
By: /s/ Xxxxx X. Xxxxxxxxxxx By: /s/ Xxxxx X. Xxxxxxxxxxx
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Xxxxx X. Xxxxxxxxxxx Xxxxx X. Xxxxxxxxxxx
Senior Vice President Senior Vice President
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Exhibit B to Amendment
CONSENT OF LENDERS
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 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. 3 to Third Amended and Restated Reducing Revolving Loan Agreement,
by the Administrative Agent on its behalf, substantially in the form of the most
recent draft presented to the undersigned Lender.
Dated: June 5, 0000
XXXX XX XXXXXXX, N.A.
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Managing Director
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