AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
REDUCING REVOLVING LOAN AGREEMENT
This Amendment No. 1 to Third Amended and Restated Reducing
Revolving 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 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 (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) permit the KC Acquisition, (b) allow for possible Intangible Assets
resulting from the KC Acquisition, (c) permit specified Expansion Capital
Expenditures by Kansas City-Front Street subsequent to the KC Acquisition, (d)
permit additional Maintenance Capital Expenditures by Borrowers to allow for the
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new facility, (e) waive the requirement that the Lenders be granted a security
interest in the Leaseholds and (f) 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 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. APPROVAL OF KC ACQUISITION. The Lenders hereby approve the
KC Acquisition (defined below); PROVIDED that concurrently therewith (a) the
Administrative Agent has approved the substance of the KC Acquisition
Agreement (defined below), (b) Kansas City-Front Street (defined below)
executes and delivers to the Administrative Agent the Joinder Agreement
making it an additional Borrower, (c) 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, (d)
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, (e) 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 (f) 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. The foregoing approval of the KC
Acquisition shall constitute a waiver of all provisions of the Loan Agreement
(INCLUDING Sections 9.14(f) and 9.15) that may prohibit or
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restrict the KC Acquisition, to the extent necessary to permit the KC
Acquisition. It is expressly acknowledged that the purchase price payable
with respect to the KC Acquisition, and any subsequent Expansion Capital
Expenditures made by Kansas City-Front Street pursuant to Paragraph 3 below,
will count as Expansion Capital Expenditures for purposes of Sections 6.12(a)
and 9.14(a).
2. 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. 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.
3. APPROVAL OF EXPANSION CAPITAL EXPENDITURES. The Lenders
hereby approve, pursuant to Section 6.12(b), Expansion Capital Expenditures
by Kansas City-Front Street (in addition to the purchase price payable by it
pursuant to the KC Acquisition Agreement) not to exceed $15,000,000 for the
purpose of changing signage at the new facility, acquiring additional gaming
equipment, conversion of data processing systems and general rejuvenation.
4. 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 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
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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.
5. SECTION 1.1. Section 1.1 of the Loan Agreement is hereby
further amended to revise the following definitions 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.
"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 SUM OF (a) the aggregate
Intangible Assets of Parent and its Subsidiaries on that date OTHER
THAN any Intangible Assets resulting from the KC Acquisition PLUS
(b) the amount, if any, by which Intangible Assets resulting from
the KC Acquisition exceeds $15,000,000.
6. SECTION 6.11. Section 6.11 of the Loan Agreement is amended
to read as follows:
6.11 MAINTENANCE CAPITAL EXPENDITURES. Make, or become legally
obligated to make, any Maintenance Capital Expenditure in any Fiscal
Year if, giving effect thereto, the aggregate of all Maintenance
Capital Expenditures made by Borrowers in that Fiscal Year PLUS all
Maintenance Capital Expenditures made by Parent in that Fiscal Year
would exceed $27,000,000 for any Fiscal Year; PROVIDED, that such
amount shall be increased for the Fiscal Year ending December 31,
2000 and each subsequent Fiscal Year by the amount (not exceeding
$3,000,000), if any, by which actual Maintenance Capital
Expenditures of Borrowers and Parent in the immediately preceding
Fiscal Year were less than $27,000,000.
7. SECTION 9.13. Section 9.13 of the Loan
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Agreement is amended to read as follows:
9.13 MAINTENANCE CAPITAL EXPENDITURES. Make, or become legally
obligated to make, any Maintenance Capital Expenditure in any Fiscal
Year if, giving effect thereto, the aggregate of all Maintenance
Capital Expenditures made by Parent in that Fiscal Year PLUS all
Maintenance Capital Expenditures made by Borrowers (in that Fiscal
Year would exceed $27,000,000 for any Fiscal Year; PROVIDED, that such
amount shall be increased for the Fiscal Year ending December 31, 2000
and each subsequent Fiscal Year by the amount (not exceeding
$3,000,000), if any, by which actual Maintenance Capital Expenditures
of Borrowers and Parent in the immediately preceding Fiscal Year were
less than $27,000,000.
8. AMENDMENT OF CERTAIN EXHIBITS. Exhibits A, B and J 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. Exhibits E and F
are hereby amended, as of the KC Acquisition Date, to add Kansas City-Front
Street as a maker of the Line A Note and Line B Note.
9. RESCISSION OF APPROVAL AND AMENDMENTS. In the event that the
KC Acquisition Date has not occurred by December 31, 1999, the approvals set
forth in Paragraphs 1 and 3, the waiver set forth in Paragraph 2 and the
amendments set forth in Xxxxxxxxxx 0, 0, 0, 0 xxx 0 xxxxx xx automatically
rescinded.
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;
(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;
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(d) A certified copy of the KC Acquisition Agreement, which
shall be acceptable in substance to the Administrative
Agent; and
(e) 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
Xxxxx X. Xxxxxxxxxxx
Vice President and
Chief Financial Officer
STATION CASINOS, INC.
By: s/ Xxxxx X. Xxxxxxxxxxx
Xxxxx X. Xxxxxxxxxxx
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Executive Vice President and
Chief Financial Officer
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. 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
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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. 1 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: September 24, 0000
XXXX XX XXXXXXX, N.A.
By: s/ Xxxxx Xxxxx
Xxxxx Xxxxx
Principal
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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. 1 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: September 22, 1999
ABN AMRO BANK, N.V.
By: s/ Xxxxxxx X. French
Xxxxxxx X. French
Senior Vice President
By: s/ Xxxxxxx Xxxx
Credit Officer
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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. 1 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: September 23, 0000
XXXX XX XXXXXX
By: s/ Xxxxxx X. Xxxxxxx III
Xxxxxx X. Xxxxxxx III
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. 1 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: September 21, 1999
BANK OF SCOTLAND
By: s/ Xxxxx Xxxxx
Xxxxx Xxxxx
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. 1 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: September 24, 1999
BANKBOSTON
By: s/ Xxxxxxx Xxxxxxxxx
Xxxxxxx Xxxxxxxxx
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. 1 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: September 23, 1999
BANK ONE, N.A.
By: s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
First 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. 1 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: September 23, 1999
CIBC, Inc.
By: s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
Executive Director
CIBC World Markets Corp., AS
AGENT
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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. 1 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: September 20, 1999
FIRST SECURITY BANK, N.A.
By: s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
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. 1 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: September 24, 1999
HIBERNIA NATIONAL BANK
By: s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
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. 1 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: September 24, 1999
SOCIETE GENERALE
By: s/ Xxxx Xxx
Xxxx Xxx
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. 1 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: September 27, 1999
SUMMIT BANK
By: s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx
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. 1 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: September 22, 1999
XXXXX FARGO BANK
By: s/ Xxxxxxxx X. Xxxxxxxxxxx
Xxxxxxxx X. Xxxxxxxxxxx
Relationship Manager
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