EXHIBIT 10.7
MASTER CERTIFICATE PURCHASE
AGREEMENT
This MASTER CERTIFICATE PURCHASE AGREEMENT (this "Agreement"), dated as
of October 22, 1999, is entered into by and among Sunset Station Leasing
Company, LLC, a Nevada limited liability company ("Purchaser"), First Security
Trust Company of Nevada, in its capacity as "Trustee", as described below, each
of the "Holders" a party to the Participation Agreement referred to below and
listed on the signature pages hereto (each a "Seller" and collectively,
"Sellers"), Sunset Station, Inc., a Nevada corporation ("Sunset"), in its
individual capacity and as "Sublessee" as described below, and Station Casinos,
Inc., a Nevada corporation ("Parent"), in its individual capacity and as
"Lessee" as described below, with reference to the following facts:
RECITALS
A. Pursuant to the terms of that certain Lease Intended for Security
(as amended, supplemented or otherwise modified from time to time, the "Lease"),
dated as of September 25, 1996, by and between First Security Trust Company of
Nevada, not in its individual capacity, except as expressly stated therein, but
solely as trustee (in such capacity, "Trustee") under the Sunset Station 1996
Trust Agreement (as amended, supplemented or otherwise modified from time to
time, the "Trust Agreement"), dated as of September 25, 1996, between Parent, as
grantor, and Trustee, as trustee, as lessor (Trustee, in such capacity,
"Lessor"), and Parent, as lessee (in such capacity, "Lessee"), Lessor has leased
to Lessee, and Lessee has leased from Lessor, the Equipment (as defined in the
Participation Agreement referred to below) on a "lease intended for security"
basis.
B. Simultaneously with the execution and delivery of the Lease, Lessee
entered into that certain Sublease dated as of September 25, 1996, between
Lessee, as sublessor, and Sunset, as sublessee (in such capacity, "Sublessee"),
pursuant to which Lessee subleased the Equipment to Sublessee on a "true lease"
basis.
C. For purposes of providing financing to Lessor and funding payment of
Equipment Costs (as defined in the Participation Agreement), Sellers entered
into that certain Participation Agreement (as amended, supplemented or otherwise
modified from time to time, the "Participation Agreement") dated as of September
25, 1996 by and among Lessee, Lessor, Trustee, and each of the holders a party
thereto, pursuant to which Sellers agreed to make advances to the Trustee in
respect of the Equipment in an amount not to exceed (i) in respect of each
Seller, such
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Seller's Commitment (as defined in the Participation Agreement) and (ii) an
aggregate principal amount of $40,000,000 (the "Commitment Amount").
D. Pursuant to the terms of the Trust Agreement and the Participation
Agreement, the Certificates (as defined in the Participation Agreement) were
issued to the initial holders and such Certificates are currently held by such
Sellers in such amounts as are set forth in SCHEDULE I hereto.
E. Sunset is also a party to (i) that certain Third Amended and
Restated Reducing Revolving Loan Agreement (the "Revolving Loan Agreement")
dated as of August 25, 1999, by and among Sunset and each of the other borrowers
parties thereto (collectively, the "Borrowers"), Parent (but solely for purposes
of making the covenants set forth in ARTICLES 8 AND 9 thereof), each of the
lenders from time to time parties thereto (each a "Revolver Lender and
collectively, the "Revolver Lenders"), Societe Generale, as Documentation Agent,
Bank of Scotland, as Co-Agent, and Bank of America, N.A., as Administrative
Agent, (ii) that certain Term Loan Agreement (the "Term Loan Agreement"; and
collectively, with the Revolving Loan Agreement, the "Loan Agreements") dated as
of August 25, 1999 among Borrowers, the lenders from time to time parties
thereto (each a "Term Lender" and collectively, the "Term Lenders"; the "Term
Lenders" collectively with the "Revolver Lenders" are hereinafter referred to as
the "Lenders"), Parent (but solely for purposes of making the covenants set
forth in ARTICLES 8 and 9 thereof) and Bank of America, N.A., as Administrative
Agent, and (iii) the Security Agreement (as defined in the Loan Agreements).
F. Pursuant to the terms of the Security Agreement and certain other of
the Loan Documents (as defined in the Loan Agreements), including, without
limitation the Sunset Intercreditor Agreement (as defined in the Loan
Agreements), Sunset has granted to Bank of America, N.A., as Collateral Agent
(in such capacity, the "Collateral Agent") for the benefit of the Lenders, a
security interest in, among other things, all of Sunset's right, title and
interest in and to the Equipment and the Sublease (the "Lease Collateral"), it
being understood and agreed that the lien of the Collateral Agent on the Lease
Collateral was subject and subordinated to the right, title and interest of
Lessor and the Sellers therein.
G. Pursuant to the terms hereof, Purchaser now desires to purchase from
Sellers, and Sellers now desire to sell to Purchaser, all of Sellers' right,
title and interest in and to the Commitment, the Certificate Advances, the
Operative Documents and the Certificates (collectively, the "Purchased
Interests").
H. As a condition to the purchase and sale of the Purchased Interests,
the Sellers desire that (i) Purchaser assume such obligations and make such
payments
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as are referred to below and (ii) each of Sunset and Lessee grant to the
Indemnitees (as defined below) the indemnities set forth in SECTION 3 hereof.
NOW, THEREFORE, in consideration of the terms and conditions set forth
herein and such other consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. All capitalized terms not otherwise defined herein
shall have the meanings set forth in the Participation Agreement. The following
terms shall have the following meanings:
"ASSIGNMENT AND ACCEPTANCE(S)" means, collectively, each Commitment
Assignment and Acceptance, dated as of the Certificate Purchase Closing Date,
executed by each Seller, as assignor, and Purchaser, as assignee, substantially
in the form of EXHIBIT A attached hereto with the blanks appropriately
completed.
"ASSIGNMENT LETTER(S)" means, collectively, each of the separate letter
agreements, dated the Certificate Purchase Closing Date, executed by Purchaser
and acknowledged by each Seller respectively, substantially in the form of
EXHIBIT B attached hereto with the blanks appropriately completed.
"CERTIFICATE PURCHASE CLOSING DATE" means that date on which all of the
conditions precedent set forth in SECTION 4 hereof shall have been satisfied or
waived in writing by the applicable parties.
"INDEMNITEE" means each Seller, each Lender, the Collateral Agent, the
Trustee and the respective successors, assigns, directors, shareholders,
partners, officers, employees and agents of each of the foregoing.
"PURCHASE PRICE" has the meaning set forth in each Assignment Letter.
2. PURCHASE OF CERTIFICATES
a. PURCHASE AND SALE OF CERTIFICATES. Subject to the terms and
conditions of this Agreement, each Assignment and Acceptance and each
Assignment Letter, Purchaser shall purchase on the Certificate Purchase
Closing Date from each and every Seller, and each Seller shall sell to
Purchaser, without representation or warranty except as expressly
provided herein, in its respective Assignment and Acceptance and in its
respective Assignment Letter, all of such Seller's right, title and
interest in and to the Purchased Interests, including, without
limitation, such Seller's Certificate. As full payment for the portion
of the Purchased Interests purchased from each
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Seller, Purchaser shall pay to each Seller, on the Certificate
Purchase Closing Date, the Purchase Price with respect thereto. Upon
receipt of the Purchase Price, each Seller shall deliver its
Certificate to the Trustee in the manner prescribed by the Trust
Agreement and the Assignment Letter to which such Seller is a party.
b. CLOSING. The Certificate Purchase Closing Date shall take
place on such date as each of the conditions precedent set forth in
SECTION 4 hereof shall have been satisfied.
c. RESTRICTIONS ON AND EFFECT OF TRANSFER. Notwithstanding the
provisions of SECTION 6.2 of the Participation Agreement, each of the
parties to this Agreement hereby consents to the sale of the Purchased
Interests to the Purchaser.
d. REQUIRED NOTICE AND EFFECTIVE DATE. Notwithstanding the
provisions of SECTION 6.2.1 of the Participation Agreement, (i)
Trustee, each Seller and Lessee hereby waive the requirement that such
parties receive five (5) Business Days prior written notice of the
transfer of the Purchased Interests contemplated by this Agreement,
(ii) the parties hereto agree that (x) all reasonable out-of pocket
costs (including any applicable transfer tax) incurred by the Trustee
in connection with the transfer of the Purchased Interests contemplated
by this Agreement, together with the administrative fee payable to the
Trustee in the amount of $2,500, and (y) any expenses incurred by
Purchaser in connection with its review of the Operative Documents and
its investigation of the transactions contemplated thereby, shall be
borne by the Purchaser.
e. TRANSFER FEE. Purchaser hereby agrees to pay to each
Seller, on the Certificate Purchase Closing Date, as part of the
Purchase Price, an amount equal to the product of (i) $266,281.73
multiplied by (ii) such Seller's Commitment Percentage.
f. NO TRANSFER TAXES. Purchaser, Parent and Sunset hereby
represent and warrant to Sellers that no sales, use, excise, transfer
or other tax, fee or imposition shall result from the sale, transfer or
purchase of any interest in any item of Equipment or all or any portion
of the Purchased Interests pursuant to (i) SECTION 2 hereof, (ii) any
Assignment and Acceptance or (iii) any Assignment Letter, EXCEPT such
taxes, fees or impositions that have been paid in full on or prior to
the Certificate Purchase Closing Date.
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3. INDEMNITIES. Without in any way limiting any indemnity contained in
the Participation Agreement or any other Operative Document, including, without
limitation, those indemnities contained in SECTIONS 7.1 and 8.1 of the
Participation Agreement as in effect on the date of this Agreement, the parties
hereto hereby agree that (a) each such indemnity shall expressly survive the
termination of the Participation Agreement, (b) each such indemnity, each of
which is hereby incorporated herein by this reference together with such defined
terms as shall be required to assign meaning thereto, shall be made by Sunset in
addition to Lessee, (c) each such indemnity shall expressly apply to the
Certificate sale and other transactions contemplated by this Agreement and each
of the documents executed and delivered in connection herewith, and (d) each
such indemnity shall be made in favor of the "Indemnitees" as defined herein.
4. CONDITIONS PRECEDENT. The obligations of each Seller to consummate
the sale referred to in SECTION 2 hereof is subject to the following conditions
precedent:
a. Sellers shall have received all of the following, each of
which shall be originals unless otherwise specified, each duly executed
by a Responsible Official of the parties thereto (other than Sellers,
the Lenders or the Collateral Agent), each dated as of the Certificate
Purchase Closing Date, and each in form and substance satisfactory to
Sellers (unless otherwise agreed to by Sellers):
(1) at lease one (1) counterpart of this Agreement duly
executed by each Seller and each of Purchaser, Parent, the
Trustee and Sunset, together with arrangements satisfactory
to Sellers for additional executed counterparts, sufficient
in number for distribution to Sellers and Purchaser;
(2) counterparts of each Assignment and Acceptance duly
executed by Purchaser and consented to by Lessee;
(3) counterparts of each Assignment Letter duly executed
by Purchaser and acknowledged by each Seller;
(4) a certificate of a Responsible Official of Purchaser
that each of the representations and warranties referred to in
SECTION 4.d. are true and correct;
(5) such other assurances, certificates, documents,
consents or opinions as the Sellers reasonably may require;
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b. The Purchase Price shall have been paid to each Seller;
c. All of (i) the amounts specified in SECTION 2.d. and (ii)
the reasonable costs and expenses of Sellers (including the reasonable
fees and expenses of Xxxxxxxx, Xxxxxx Xxxxxxx & Xxxxxxx LLP ("Xxxxxxxx,
Xxxxxx"), special counsel to Sellers) incurred and invoiced in
connection with the preparation of this Agreement and the other
documents contemplated hereby, shall have been paid;
d. The representations and warranties of Purchaser, Sunset and
Parent contained in this Agreement, each of the Assignment and
Acceptances and each of the Assignment Letters are true and correct;
e. All legal matters relating to this Agreement and the
documents and transactions contemplated hereby and thereby shall be
satisfactory to Xxxxxxxx, Xxxxxx; and
f. The Certificate Purchase Closing Date shall have occurred
on or before November 30, 1999.
5. Miscellaneous.
a. GOVERNING LAW. This Agreement shall be governed by, and
construed and enforced in accordance with, the locals Laws of Nevada
applicable to contracts made and performed in Nevada.
b. SEVERABILITY OF PROVISIONS. Any provisions in this
Agreement that are held to be inoperative, unenforceable or invalid as
to any party or in any jurisdiction shall, as to that party or
jurisdiction, be inoperative, unenforceable or invalid without
affecting the remaining provisions as to any other party or in any
other jurisdiction, and to this end the provisions of this Agreement
are declared to be severable.
c. HEADINGS. Section headings in this Agreement are included
for convenience of reference only and are not part of this Agreement
for any other purpose.
d. WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS
AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT
OR IN ANY WAY
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CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF ANY
PARTY HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT OR
THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER ARISING IN CONTRACT OR TORT OR
OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER
OF THEIR RIGHT TO TRIAL BY JURY.
[THIS SPACE INTENTIONALLY LEFT BLANK -
SIGNATURE PAGES TO FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized as
of the date first above written.
SUNSET STATION LEASING COMPANY, LLC, a Nevada limited
liability company, as Purchaser
By: Station Casinos, Inc., a Nevada
corporation, its sole member
By: /s/
---------------------
Xxxxx X. Xxxxxxxxxxx,
Executive
Vice President
SUNSET STATION, INC., a Nevada corporation,
individually and as Sublessee
By: /s/
---------------------
Xxxxx X. Xxxxxxxxxxx
Senior Vice President
STATION CASINOS, INC., a Nevada corporation,
individually and as Lessee
By: /s/
---------------------
Xxxxx X. Xxxxxxxxxxx
Executive Vice President
FIRST SECURITY TRUST COMPANY OF NEVADA, not in its
individual capacity, but solely as Trustee and Lessor
By: /s/
---------------------
Xxxxx X. Xxxx
Trust Officer
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"Sellers"
BANC OF AMERICA LEASING & CAPITAL, LLC, SUCCESSOR BY
MERGER TO BA LEASING & CAPITAL CORPORATION
By: /s/
---------------------
Xxxxxxxxx Xxx
Vice President
BANCBOSTON LEASING INC.
By: /s/
---------------------
Xxxxxx Xxxxxxxx
Assistant Vice President
ABN AMRO BANK N.V.
By: /s/
---------------------
Xxxxxxx X. French
Senior Vice President
By: /s/
---------------------
Xxxxxxx Xxxx
Credit Officer
SOCIETE GENERALE FINANCIAL CORPORATION
By: /s/
---------------------
Xxxxxx Xxxxxxxx III
First Vice President
ORIX USA CORPORATION
By: /s/
---------------------
Xxxxxxxx Xxxxxxxx
Executive Vice President
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BANK OF THE WEST
By: /s/
---------------------
Xxxxxx X. Xxxxx
Vice President
FIRST SECURITY BANK, N.A.
By: /s/
---------------------
Xxxxx X. Xxxxxxxx
Vice President
BOEING CAPITAL CORPORATION
By: /s/
---------------------
Xxxxx X. Xxxxxxxxxxx
Senior Documentation Officer
PNC LEASING CORP.
By: /s/
---------------------
Xxxxx X. Xxxxx
Vice President
THE CIT GROUP/EQUIPMENT FINANCING, INC.
By: /s/
---------------------
X.X. Xxxxxx
Assistant Vice President
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EXHIBIT A
FORM OF ASSIGNMENT AND ACCEPTANCE
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EXHIBIT B
FORM OF ASSIGNMENT LETTER
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SCHEDULE I
LIST OF SELLERS AND COMMITMENTS
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