EXHIBIT 4.18
AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED
REDUCING REVOLVING LOAN AGREEMENT
This Amendment No. 5 to Third Amended and Restated Reducing
Revolving Loan Agreement (this "Amendment") dated as of August 24, 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 has entered into the Santa Fe Acquisition Agreement (as
defined below) to purchase substantially all of the operating assets of Santa Fe
Hotel, Inc., a Nevada corporation ("Santa Fe"), located in Las Vegas, Nevada.
Parent intends to assign its rights under the Acquisition Agreement to Santa Fe
Station, Inc., a Nevada corporation ("Santa Fe Station") and a Wholly-Owned
Subsidiary of Parent. Parent and Borrowers desire that the Lenders approve the
Santa Fe Acquisition and Lenders desire to so approve on the terms and
conditions set forth below.
B. Parent has entered into the Fiesta Acquisition Agreement (as
defined below) to purchase substantially all of the operating assets of Fiesta
Hotel Corporation, a Nevada corporation ("Fiesta") and Los Pueblos, Inc., a New
Mexico corporation ("Pueblos" and, together with Fiesta, the "Fiesta Sellers")
located in North Las Vegas, Nevada. Parent intends to assign its rights under
the Acquisition Agreement to Fiesta Palm Station, LLC, a Nevada limited
liability company ("Fiesta Station") and a Wholly-Owned Subsidiary of Parent.
Parent and Borrowers desire that the Lenders approve the Fiesta Acquisition and
Lenders desire to so approve on the terms and conditions set forth below.
C. Parent and other Borrowers desire to (a) divest themselves of
the assets of St. Xxxxxxx Riverfront Station, Inc. and Kansas City Station
Corporation (other than the Real Property listed as item (a) on Annex I hereto
(the "St. Xxxxxxx Real Property"), (b) terminate the status of Kansas City
Station Corporation and St. Xxxxxxx Riverfront Station, Inc. as Borrowers under
the Loan Agreement and (c) add St. Xxxxxxx Riverfront Station as a Sibling
Guarantor under the Sibling Guaranty.
E. Parent, Borrowers and the Lenders further desire to amend the
Loan Agreement as set forth below.
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AGREEMENT
NOW, THEREFORE, 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 - NEW DEFINED TERMS. The following
defined terms are hereby added to the Loan Agreement.
"ACQUISITION PURCHASER" means a wholly-owned
Subsidiary of Parent that acquires the capital stock or assets
of a New Venture Entity.
"BRIDGE TERM COMMITMENT" has the meaning set forth in
Section 2.13.
"FIESTA" means Fiesta Hotel Corporation, a Nevada
corporation.
"FIESTA ACQUISITION" means the purchase by Parent,
whether in one transaction or in a series of related
transactions, of substantially all of the operating assets of
the Fiesta Sellers, pursuant to the Fiesta Acquisition
Documents.
"FIESTA ACQUISITION AGREEMENT" means the Asset
Purchase Agreement, dated as of July 19, 2000, between Parent,
the Fiesta Sellers and Xxx X. Xxxxxx & Co., Inc., a New Mexico
corporation.
"FIESTA ACQUISITION DATE" means the date upon which
the Fiesta Acquisition occurs.
"FIESTA ACQUISITION DOCUMENTS" means the Fiesta
Acquisition Agreement and the other principal agreements,
documents, and instruments executed and delivered in
connection therewith.
"FIESTA SELLERS" means, collectively, Fiesta and
Pueblos.
"FIESTA STATION" means Fiesta Palm Station, LLC, a
Nevada limited liability company.
"FIRST PRIORITY LIEN" means a Lien that is of the
first priority, except for Liens and Negative Pledges
permitted by Section 6.6 of the Loan Agreement.
"MISSOURI SALE AGREEMENTS" means the Asset Purchase
Agreements and the other principal instruments, documents and
agreements pursuant to which the assets of St. Xxxxxxx
Riverfront Station, Inc. (other than the St. Xxxxxxx Real
Property) and of Kansas City Station Corporation shall be sold
to "KC Opco" and "SC Opco", two Delaware limited liability
companies to be formed by certain members of the management of
Parent.
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"PUEBLOS" means Los Pueblos, Inc., a New Mexico
corporation.
"SANTA FE" means Santa Fe Hotel, Inc., a Nevada
corporation.
"SANTA FE ACQUISITION" means the purchase by Parent
and/or Santa Fe Station, whether in one transaction or in a
series of related transactions, of substantially all of the
operating assets of Santa Fe Hotel, Inc., a Nevada
corporation, pursuant to the Santa Fe Acquisition Documents.
"SANTA FE ACQUISITION AGREEMENT" means the Asset
Purchase Agreement, dated as of June 12, 2000, between Parent,
Santa Fe and Santa Fe Gaming Corporation, a Nevada
corporation.
"SANTA FE ACQUISITION DATE" means the date upon which
the Santa Fe Acquisition occurs.
"SANTA FE ACQUISITION DOCUMENTS" means the Santa Fe
Acquisition Agreement and the other principal agreements,
documents and instruments executed and delivered in connection
therewith.
"SANTA FE STATION" means Santa Fe Station, Inc., a
Nevada corporation.
"ST. XXXXXXX REAL PROPERTY" means the Real Property
located in Nevada and more fully described in item (a) of
Annex I to Amendment No. 5 to the Third Amended and Restated
Reducing Revolving Loan Agreement dated as of August 24,
2000 among the Borrowers, Parent and the Administrative Agent.
2. SECTION 1.1 - AMENDED DEFINED TERMS. The following
defined terms are amended in full to read as follows:
"FACILITY INCREASE AMOUNT" means the amount, not in
excess of $200,000,000, by which the Commitments are increased
pursuant to a Facility Increase.
"FIXED CHARGE COVERAGE" means, as of the last day of
each Fiscal Quarter, the RATIO of:
(a) Annualized Adjusted EBITDA of Borrowers for the
fiscal period consisting of that Fiscal Quarter and the three
immediately preceding Fiscal Quarters (PROVIDED THAT the
portion of Annualized Adjusted EBITDA which is attributable to
any New Venture Entity which becomes a Borrower during that
period shall be determined on the basis of the operating
results of such New Venture Entity from the date upon which it
became a Borrower, annualized on a straight line basis), MINUS
Cash Income Taxes of Borrowers for such fiscal period; TO
(b) the SUM of (i) Interest Charges of Borrowers for
such fiscal period with respect to Indebtedness OTHER THAN
Indebtedness owed to Parent or a Restricted
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Subsidiary (PROVIDED THAT such Interest Charges shall be
adjusted on a pro forma basis to include the Interest Charges
associated with Indebtedness in an amount equal to the
consideration paid by an Acquisition Purchaser to acquire any
New Venture Entity which becomes a Borrower hereunder during
that period (including any Indebtedness assumed in connection
with such acquisition) annualized on a straight line basis)
PLUS (ii) Maintenance Capital Expenditures of Borrowers made
during such fiscal period PLUS (iii) the aggregate of (A) all
principal payments on the Notes made during such fiscal period
required by Section 3.1(d)(i), (B) all voluntary principal
prepayments on the Notes made during such fiscal period to the
extent that such prepayment reduced or eliminated the amount
of a subsequent principal payment on the Notes which would
otherwise be required by Section 3.1(d)(i) and (C) all
scheduled principal payments on all Indebtedness of Borrowers
during such fiscal period and PLUS (iv) Interest Charges of
Borrowers for such fiscal period with respect to Deemed
Intercompany Indebtedness calculated at an interest rate that
is not less than the Minimum Intercompany Rate.
"FUNDED DEBT RATIO" means, with respect to any Person
and as of the last day of each Fiscal Quarter, the RATIO OF
(a) Average Quarterly Adjusted Funded Debt of that Person for
that Fiscal Quarter to (b) Annualized Adjusted EBITDA of that
Person for the fiscal period consisting of that Fiscal Quarter
and the three immediately preceding Fiscal Quarters (PROVIDED
THAT the portion of Annualized Adjusted EBITDA which is
attributable to any New Venture Entity which becomes a
Borrower during that period shall be determined on the basis
of the operating results of such New Venture Entity from the
date upon which it became a Borrower, annualized on a straight
line basis).
"PARENT TANGIBLE NET WORTH" means, as of any date of
determination, the consolidated Stockholders' Equity of Parent
and its Subsidiaries on that date minus the aggregate
Intangible Assets (OTHER than the value of goodwill and
intangibles associated with the Santa Fe Acquisition and the
Fiesta Acquisition) of Parent and its Subsidiaries on that
date, PROVIDED that in the calculation thereof, the impact of
equity derivative transactions entered into by Parent with one
or more financial institutions with respect to capital stock
of Parent shall be excluded.
3. SECTION 2.13 - FACILITY INCREASE. The first paragraph
of Section 2.13 of the Loan Agreement is hereby amended in full to read as
follows:
"2.13 FACILITY INCREASE. Borrowers may, at any time,
request a Facility Increase pursuant to this Section in a
Facility Increase Amount not in excess of $200,000,000. The
Facility Increase may consist of either an increase to the
principal amount of the Line B Commitment, or a new term loan
commitment in an amount not in excess of $100,000,000 (the
"Bridge Term Commitment" which, together with any refinancings
thereof shall thereafter be considered to be a "Commitment"
hereunder), or any combination thereof, provided that any
extension or refinancing of any Facility Increase shall not be
deemed a usage of the Facility Increase. The procedure for a
Facility Increase shall be as follows:
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(a.) Borrowers shall notify the Administrative Agent in
writing of its request for a Facility Increase, which
request shall (i) specify the maximum amount of the
Facility Increase requested and (ii) describe the
proposed uses of the proceeds of the Facility
Increase Amount.
(b.) The Administrative Agent shall promptly forward the
request for a Facility Increase and related materials
to the Lenders for their consideration. Each Lender
may determine, in its sole and absolute discretion,
whether or not to participate in the Facility
Increase and, if it does elect to participate, the
maximum level of its participation; PROVIDED that the
approval of the Lenders as a whole shall not be
required for a Facility Increase in accordance with
this Section.
(c.) As soon as practicable, each Lender shall notify the
Administrative Agent in writing whether or not it
wishes to participate in the Facility Increase and,
if so, the maximum level of such participation. The
Lenders shall use their best efforts to respond
promptly to such request, but shall not be required
to respond to such request sooner than 10 Banking
Days after receipt of the request for Facility
Increase. The Administrative Agent shall promptly
forward such notifications to Borrower. Any Lender
that has not so notified the Administrative Agent
within 10 Banking Days after receipt of the request
for Facility Increase shall be deemed to have
declined to participate in the Facility Increase.
(d.) If the aggregate amount of the maximum levels of
participation in the Facility Increase set forth in
the Lender notifications is equal to or less than the
maximum amount of the Facility Increase requested by
Borrowers, then the Facility Increase shall be
implemented, with each Lender's participation in the
Facility Increase at the maximum level indicated in
their respective notifications. If the aggregate
amount of the maximum levels of participation set
forth in the Lender notifications is greater than the
requested amount of the maximum Facility Increase,
then the Facility Increase shall be implemented by
scaling back each Lender's level of participation in
the Facility Increase to a level that is mutually
acceptable to Borrowers and the Administrative Agent.
(e.) If the aggregate amount of the maximum levels of
participation in the Facility Increase set forth in
the Lender notifications is less than the maximum
amount of the Facility Increase requested by
Borrowers, Borrowers may, at their election, solicit
(through the Administrative Agent) any other
institutional lender that is an Eligible Assignee and
reasonably acceptable to the Administrative Agent to
participate in the balance of the requested maximum
Facility Increase amount.
(f.) After completion of the foregoing, the Administrative
Agent shall give written notification to the Lenders
and any new lenders of the Facility
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Increase Amount and the level of participation of
each Lender and such lender in the increased Line B
Commitment (or, where applicable, the Bridge Term
Commitment), and thereupon the Facility Increase
shall become effective. Concurrently therewith, any
new lender shall execute and deliver a joinder to
this Agreement in form and substance satisfactory to
the Administrative Agent and Borrowers and shall
become a Lender for all purposes hereunder.
(g.) It is expressly acknowledged that the Pro Rata Shares
of the Lenders in any Commitments resulting from a
Facility Increase need not be equal and ratable, and
that, in the case of a Term Bridge Commitment, that
the Bridge Term Commitment may have an escalating
interest rate in excess of the rates otherwise
payable hereunder and may provide for a final
maturity date for the Bridge Term Commitment which is
different from the Maturity Date. Any extension or
refinancing of the Bridge Term Commitment shall be at
the discretion of the Lenders having an interest
therein, and shall not require an affirmative vote of
the other Lenders.
(h.) Borrowers shall execute and deliver such new Notes to
the Lenders as are necessary to reflect the
foregoing. The Administrative Agent shall also
prepare and circulate a revised SCHEDULE 1.1 giving
effect to the Facility Increase.
(i.) The Lenders participating in any Facility Increase
Amount shall be entitled to the ratable and pari
passu benefit of the Collateral Documents, the Parent
Guaranty and the Sibling Guaranty."
4. SECTION 6.6 - LIENS AND NEGATIVE PLEDGES. Section
6.6(i) of the Loan Agreement is hereby amended in full, and new Sections 6.6(j)
and (k) are hereby added, each to read in full as follows:
"(i) any Permitted Sale/Leaseback;
(j) Liens on any personal property or fixtures
owned by Fiesta Station having a value not in excess of
$15,000,000 in the aggregate, which secure obligations of
Fiesta Station under any synthetic lease, financing lease or
similar arrangement; and
(k) Liens on any personal property or fixtures
owned by Santa Fe Station having a value not in excess of
$15,000,000 in the aggregate, which secure obligations of
Santa Fe Station under any synthetic lease, financing lease or
similar arrangement."
5. APPROVAL OF SANTA FE ACQUISITION. The Lenders hereby
approve the Santa Fe Acquisition; PROVIDED that substantially concurrently
therewith (a) the Santa Fe Acquisition is consummated substantially in the
manner contemplated by the executed copy of the Santa Fe Acquisition Agreement
heretofore delivered to the Administrative Agent (it being understood that all
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or a portion of the Santa Fe property may be leased for a period from Santa Fe),
(b) Santa Fe Station executes and delivers to the Administrative Agent the
Joinder Agreement making it an additional Borrower, (c) Borrowers deliver to
Administrative Agent such amended Schedules to the Loan Agreement as are
necessary to reflect the addition of Santa Fe Station as an additional Borrower,
which amended Schedules shall be reasonably acceptable to the Administrative
Agent, (d) Santa Fe Station executes and delivers to the Administrative Agent
such Collateral Documents and related UCC-1 statements and trademark filings as
may be required to result in a First Priority Lien on all of the assets of Santa
Fe Station in favor of the Administrative Agent to secure the Obligations, (e)
Parent executes and delivers to the Administrative Agent written confirmation of
its obligation to pledge its equity interest in Santa Fe Station to Lenders
pursuant to Section 8.2, subject to necessary Gaming Board approval, (f) Santa
Fe Station executes and delivers to Administrative Agent such deeds of trust,
and obtains such title insurance policies as shall be in form and substance
satisfactory to the Requisite Lenders, as shall be required to comply with the
provisions of Sections 5.11 and 8.3, (g) Parent and Santa Fe Station deliver a
certificate, signed by a Responsible Official of each such Party, to the effect
that (i) attached thereto is a true, correct and complete fully executed copy of
the Santa Fe Acquisition Agreement, (ii) the Santa Fe Acquisition has been
completed in accordance with the terms of then Santa Fe Acquisition Documents
and all applicable Laws, including all Gaming Laws and (iii) all Governmental
Approvals required to complete the Santa Fe Acquisition have been obtained, (g)
Santa Fe and/or Santa Fe Station, as applicable, shall divest itself of all
gaming assets and Investments not located in the greater Las Vegas, Nevada
metropolitan area and (h) Parent, Santa Fe Station 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.
6. APPROVAL OF FIESTA ACQUISITION. The Lenders also
hereby approve the Fiesta Acquisition; PROVIDED that substantially concurrently
therewith (a) the Fiesta Acquisition is consummated in the manner contemplated
by the executed copy of the Fiesta Acquisition Agreement heretofore delivered to
the Administrative Agent, (b) Fiesta Station executes and delivers to the
Administrative Agent the Joinder Agreement making it an additional Borrower, (c)
Borrowers deliver to Administrative Agent such amended Schedules to the Loan
Agreement as are necessary to reflect the addition of Fiesta Station as an
additional Borrower, which amended Schedules shall be reasonably acceptable to
the Administrative Agent, (d) Fiesta Station executes and delivers to the
Administrative Agent such Collateral Documents and related UCC-1 statements and
trademark filings as may be required to result in a First Priority Lien on all
of the assets of Fiesta Station in favor of the Administrative Agent to secure
the Obligations, (e) Parent executes and delivers to the Administrative Agent
written confirmation of its obligation to pledge its equity interest in Fiesta
Station to Lenders pursuant to Section 8.2, subject to necessary Gaming Board
approval, (f) Fiesta Station executes and delivers to Administrative Agent such
deeds of trust, and obtains such title insurance policies as shall be in form
and substance satisfactory to the Requisite Lenders, as shall be required to
comply with the provisions of Sections 5.11 and 8.3, (g) Parent and Fiesta
Station deliver a certificate, signed by a Responsible Official of each such
Party, to the effect that (i) attached thereto is a true, correct and complete
fully executed copy of the Fiesta Acquisition Agreement, (ii) the Fiesta
Acquisition has been completed in accordance with the terms of then Fiesta
Acquisition Documents and all applicable Laws, including all Gaming Laws and
(iii) all Governmental Approvals required to complete the Fiesta Acquisition
have been obtained, (g) the Fiesta Sellers and/or Fiesta Station, as applicable,
shall divest itself of all gaming assets and Investments not located in the
greater Las Vegas, Nevada metropolitan area and (h) Parent, Fiesta Station and
the other Borrowers deliver, or cause to be
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delivered, such authorizing resolutions, legal opinions and other closing
documents as may be reasonably requested by the Administrative Agent.
7. APPROVAL OF MISSOURI SALE. The Lenders also hereby
approve the concurrent sale of the assets of St. Xxxxxxx Riverfront Station,
Inc. (other than the St. Xxxxxxx Real Property) and Kansas City Station
Corporation pursuant to the Missouri Sale Agreements for a purchase price of not
less than $475,000,000 (subject to certain purchase price adjustments), payable
in cash, subject to the fulfillment of each of the following conditions
precedent:
(a) Kansas City Station Corporation and St. Xxxxxxx
Riverfront Station, Inc. shall be terminated as Borrowers under the
Loan Agreement pursuant to an agreement acceptable to the
Administrative Agent, consented to by Parent, the other Borrowers and
each guarantor of the Obligations;
(b) St. Xxxxxxx Riverfront Station, Inc. shall execute
and deliver to the Administrative Agent, in form and substance
reasonably satisfactory to Administrative Agent,
an Instrument of Joinder, pursuant to which St. Xxxxxxx Riverfront
Station, Inc. shall become a Sibling Guarantor under the Sibling
Guaranty; and
(c) The Borrowers shall cause the delivery to the
Administrative Agent of endorsements to the policies of title insurance
held by the Administrative Agent as are requested by the Administrative
Agent.
Concurrently with the consummation of the transactions contemplated by this
Section 7, the Administrative Agent is authorized and directed by the Lenders to
(i) deliver to the Parent writings confirming the termination of the status of
Kansas City Station Corporation and St. Xxxxxxx Riverfront Station, Inc. as
Borrowers under the Loan Agreement and (ii) other than such documentation as
shall be executed by St. Xxxxxxx Riverfront Station, Inc. in connection with the
transactions contemplated by this Amendment, releases of all mortgages, deeds of
trust and other Collateral Documents to the extent that Kansas City Station
Corporation and/or St. Xxxxxxx Riverfront Station is a party thereto, together
with all such UCC termination statements, partial reconveyance statements and
other similar documents as may be required or reasonably necessary to evidence
the termination of the Liens of the Administrative Agent in their respective
assets (other than the St. Xxxxxxx Real Property).
8. CERTAIN PREPAYMENTS. In connection with the sale of
the assets of St. Xxxxxxx Riverfront Station, Inc. (other than the St. Xxxxxxx
Real Property) and Kansas City Station Corporation, Parent intends to prepay
approximately $5,600,000 of purchase money Indebtedness owed to The CIT Group.
Parent also proposes to prepay not more than $11,400,000 of other senior
Indebtedness of Parent and its Subsidiaries during the period prior to December
31, 2000. The Lenders hereby agree that the prepayment of the Indebtedness
contemplated by this Section 8 shall not be subject to the covenant set forth in
Section 9.18 of the Loan Agreement.
9. GUARANTY OF MISSOURI BOND PREMIUM. The parents of the
purchasers of the assets of St. Xxxxxxx Riverfront Station, Inc. and Kansas City
Station Corporation (collectively, the "Purchaser Group") intend to issue, in
the aggregate, $490,000,000 of senior notes to finance the purchase thereof from
Parent and its Subsidiaries. In the event that such notes are sold prior to the
consummation of the sale, the proceeds thereof will be held in an escrow account
pending the
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issuance of gaming licenses to the Purchaser Group and the satisfaction of other
conditions to the sale transaction and to the release of the escrow funds. In
the event that such conditions are not met by February 27, 2001, the notes will
be subject to a special mandatory redemption at 101% of their original principal
amount plus accrued and unpaid interest thereon.
While Parent and its Subsidiaries shall have no other liabilities with respect
to such notes, in order to facilitate the transaction, Parent intends to issue a
guaranty of the difference between (a) the amount deposited into the escrow
account from the net proceeds of the notes after discounts, commissions,
expenses and other applicable charges, and (b) the amount required to redeem the
notes (including the payment of the 1% redemption premium thereon, accrued
interest and any other applicable charges), in the event that the Purchaser
Group is unable to obtain the requisite Missouri gaming licenses, satisfy the
other conditions to the release of escrowed funds and/or consummate the
transaction. The Lenders hereby consent to the issuance of the guaranty
described in this Section 9 as so limited.
10. EXEMPTION OF AUBURN LAND FROM PLEDGE. The Lenders
hereby agree that the approximately 49 acre site purchased by Parent and its
Subsidiaries and located in the Sacramento, California area for approximately
$1,160,000 and intended for use in connection with the Auburn Community Indian
Casino shall not be required to be subject to a Lien in favor of the
Administrative Agent and the Lenders.
11. 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 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.
12. REAL PROPERTY DOCUMENTATION. Not later than 90 days
after the date of this Amendment, Parent shall execute or cause the appropriate
Borrower to execute such deeds of trust or other documents (including, without
limitation, title insurance policies or a written commitment from a nationally
recognized title insurance company to issue such policies), each in form and
substance reasonably satisfactory to Administrative Agent, as shall be
reasonably required by Administrative Agent for purposes of complying with
Section 5.11 and/or Section 8.3 of the Loan Agreement with respect to the Real
Property described on Annex I hereto. Each of the parties hereto acknowledges
that the failure to comply with this Section 12 shall constitute an Event of
Default under the Loan Agreement.
13. CONSENT TO AMENDMENT TO INDENTURES. The Lenders
hereby consent to the Amendment of the Model Indenture so as to (a) modify the
definition of "Consolidated Net Income"
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to exclude only the $110,000,000 nonrecurring loss resulting from the write-down
of asset values related to Station Casino St. Xxxxxxx in the fiscal year ended
December 31, 1999 (and not all extraordinary or non-recurring losses), and (b)
modify the Restricted Payments covenant so that negative extraordinary charges
that are not reflected in Consolidated Net Income, other than the $110,000,000
nonrecurring loss resulting from the write-down of asset values related to
Station Casino St. Xxxxxxx in the fiscal year ended December 31, 1999, will
reduce Consolidated Net Income available for "Restricted Payments" (as defined
therein), in each case in the form of the draft heretofore supplied to the
Administrative Agent.
14. REPRESENTATIONS AND WARRANTIES. Borrowers hereby
represent and warrant that no Default or Event of Default has occurred and
remains continuing.
[Remainder of this page intentionally left blank]
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15. 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.
16. 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, Senior Vice President
STATION CASINOS, INC.
By: /s/ Xxxxx X. Xxxxxxxxxxx
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Xxxxx X. Xxxxxxxxxxx, Executive Vice President
and Chief Financial Officer
BANK OF AMERICA, N.A., as Administrative Agent
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
Vice President
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