EXHIBIT 10.93
FIRST AMENDMENT TO NON-COMPETITION AGREEMENT
This FIRST AMENDMENT TO NON-COMPETITION AGREEMENT (this "FIRST
AMENDMENT") is entered into among Station Casinos, Inc., a Nevada corporation
("STATION"), Santa Fe Gaming Corporation, a Nevada corporation ("SANTA FE"),
Santa Fe Hotel, Inc., a Nevada corporation ("SFHI") and Sahara Las Vegas
Corp., a Nevada corporation ("SLVC" collectively, with Santa Fe, SLVC and
SFHI, the "SANTA FE ENTITIES") and Xxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxxx
each on their own behalf and on behalf of their spouses and lineal
descendants (collectively, "XXXXXX") and is dated as of November 16, 1999.
Station, the Santa Fe Entities and Xxxxxx have entered into that
certain Non-Competition Agreement dated as of November 15, 1999 (the
"Original Agreement", and as amended herein, the "Agreement"). Station, the
Santa Fe Entities and Xxxxxx now desire to amend the Original Agreement as
provided herein.
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
The Original Agreement is hereby amended by deleting Paragraph 1 in
its entirety and replacing the following in lieu thereof:
1. EACH OF THE SANTA FE ENTITIES AND XXXXXX, JOINTLY AND SEVERALLY, AND
ON BEHALF OF EACH OF THEIR RESPECTIVE EXISTING AND FUTURE SUBSIDIARIES,
DIRECTORS, OFFICERS, AGENTS, EMPLOYEES, PREDECESSORS, SUCCESSORS,
ASSIGNS AND SPOUSES AND ANY AFFILIATED PERSON THAT DIRECTLY OR
INDIRECTLY CONTROLS, IS UNDER COMMON CONTROL OR IS CONTROLLED BY ANY
SUCH PERSON AND ANY PERSON IN WHICH ANY SUCH PERSON HAS MORE THAT A 10%
VOTING OR ECONOMIC INTEREST (EACH "COVERED PERSON") AGREES, FOR A
PERIOD OF FIFTEEN YEARS FROM THE DATE HEREOF, THAT NO SUCH COVERED
PERSON SHALL DIRECTLY OR INDIRECTLY, ENGAGE OR, PARTICIPATE IN, AND
SHALL NOT HAVE ANY INTEREST AS A SHAREHOLDER, PARTNER, JOINT VENTURER,
PROPRIETOR, EMPLOYEE, OFFICER, DIRECTOR, AGENT, SECURITY HOLDER,
CREDITOR OR CONSULTANT, OR IN ANY OTHER CAPACITY, OR HAVE ANY OTHER
DIRECT OR INDIRECT FINANCIAL INTEREST IN OR IN CONNECTION WITH, THE
BUSINESS OR OPERATIONS OF ANY BUSINESS, FIRM, PERSON, PARTNERSHIP,
CORPORATION, ENTERPRISE OR CONCERN, WHICH IS IN THE GAMING BUSINESS OR
IS IN ANY MANNER COMPETITIVE WITH THE BUSINESS OF STATION WITHIN A
FIVE-MILE RADIUS OF BOULDER STATION HOTEL & CASINO ("BOULDER") OR
SUNSET STATION HOTEL & CASINO ("SUNSET"), EXCLUDING THEREFROM ANY
PORTION OF THAT AREA WHICH LIES WITHIN ONE-HALF (1/2) MILE OF THE
CENTERLINE OF LAS VEGAS BOULEVARD. AS USED IN THIS PROVISION, "GAMING
BUSINESS" SHALL MEAN THE CASINO, HOTEL-CASINO AND OTHER GAMBLING
ACTIVITY INVOLVING GAMES OF SKILL AND CHANCE OWNED OR CONDUCTED BY THE
REFERENCED PARTY.
2. Except as expressly amended herein, the Agreement remains in full
force and effect, and Station, the Santa Fe Entities and Xxxxxx ratify the
Agreement as amended herein.
3. Any capitalized term used and not otherwise defined herein shall
have the meaning given to such term in the Original Agreement.
4. Each individual and entity executing this First Amendment hereby
personally represents and warrants that he or it has the capacity set forth
on the signature pages hereof with full power and authority to bind the party
on whose behalf he or it is executing this First Amendment to the terms
hereof.
5. This First Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
when taken together shall constitute one and the same instrument. The
signature page of any counterpart may be detached therefrom without impairing
the legal effect of the signature(s) thereon provided such signature page is
attached to any other counterpart identical thereto except having additional
signature pages executed by other parties to this First Amendment attached
thereto.
6. This First Amendment shall be governed by and construed in
accordance with the laws of the State of Nevada.
7. This First Amendment shall be binding upon and inure to the
benefit of each of the parties hereto and to their respective transferees,
successors, and assigns; provided, however, that neither this First Amendment
nor any of the rights or obligations of Santa Fe or Xxxxxx hereunder shall be
transferred or assigned by Santa Fe or Xxxxxx without the prior written
consent of Station.
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to Non-Competition Agreement to be executed by their duly
authorized representatives as of the day and year first above written.
"SANTA FE" SANTA FE GAMING CORPORATION,
a Nevada corporation
By: /s/
Name: Xxxx X. Xxxxxx
Title: President,Chairman of the
Board
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"SFHI" SANTA FE HOTEL, INC.,
a Nevada corporation
By: /s/
Name: Xxxx X. Xxxxxx
Title: Chairman of the Board
"SLVC" SAHARA LAS VEGAS CORP.,
a Nevada corporation
By: /s/
Name: Xxxx X. Xxxxxx
Title: President
"XXXXXX" /s/
--------------------------
Xxxx Xxxxxx
/s/
--------------------------
Xxxxx Xxxxxx
/s/
--------------------------
Xxxxx Xxxxxx
"STATION" STATION CASINOS, INC.,
a Nevada corporation
By: /s/
Name: Xxxxx X. Xxxxxxxxxxx
Title: Executive Vice President,
Chief Financial Officer,
Chief Administrative Officer
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