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AMENDMENT NO. 4 TO THIRD AMENDED AND RESTATED
REDUCING REVOLVING LOAN AGREEMENT
This Amendment No. 4 to Third Amended and Restated Reducing
Revolving Loan Agreement (this "Amendment") dated as of June 28, 2000 among
Palace Station Hotel & Casino, Inc., Boulder Station, Inc., Texas Station, Inc.,
St. Charles 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.
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 1.01 - DEFINED TERMS. The following defined
term is hereby added to the Loan Agreement:
"SENIOR PARENT UNSECURED INDEBTEDNESS" means
Indebtedness of Parent which is (a) not secured by
any Lien on, or Right of Others with respect to, the
assets or other Property of Parent or any of its
Subsidiaries, (b) does not have any principal or
sinking fund payment due prior to December 31, 2006
and (c) is issued pursuant to a governing agreement
that contains representations, warranties, covenants,
change of control provisions, events of default and
other provisions substantially similar to those in
this Agreement or determined by the Requisite Lenders
(in exercise of their reasonable judgment from the
perspective of a secured lender) to be not more
favorable to the holders of such Indebtedness than
those contained in this Agreement."
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2. SECTION 9.9(e) - INDEBTEDNESS AND GUARANTY
OBLIGATIONS. SECTION 9.9(e) is hereby amended in full to read as follows:
"(e) Permitted Subordinated Debt and Senior
Parent Unsecured Indebtedness in an aggregate
principal amount not in excess of $400,000,000;
provided, however, that the aggregate principal
amount of Senior Parent Unsecured Indebtedness shall
not at any time exceed $200,000,000."
3. 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; and
(d) Such other assurances, certificates,
documents, consents or opinions as the
Administrative Agent or the Lenders
reasonably may require.
4. REPRESENTATIONS AND WARRANTIES. Borrowers hereby
represent and warrant that no Default or Event of Default has occurred and
remains continuing.
5. 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.
6. CONFIRMATION. In all other respects, the terms of the
Loan Agreement and the other Loan Documents are hereby confirmed.
[THIS SPACE INTENTIONALLY LEFT BLANK -
SIGNATURE PAGES TO FOLLOW]
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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. CHARLES RIVERFRONT STATION, INC.
KANSAS CITY STATION CORPORATION
SUNSET STATION, INC.
By: /s/ Glenn C. Christenson
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Glenn C. Christenson, Vice President and
Chief Financial Officer
STATION CASINOS, INC.
By: /s/ Glenn C. Christenson
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Glenn C. Christenson, Executive Vice
President and Chief Financial Officer
BANK OF AMERICA, N.A., as Administrative
Agent
By: /s/ Janice Hammond
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Janice Hammond
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. Charles 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. 4 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 28, 2000
GREEN VALLEY STATION, INC. SOUTHWEST GAMING SERVICES, INC.
SOUTHWEST SERVICES, INC.
By: /s/ Glenn C. Christenson By: /s/ Blake L. Sartini
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Glenn C. Christenson Blake L. Sartini
Vice President and Secretary
Chief Financial Officer
TROPICANA STATION, INC.
SUNSET STATION LEASING
COMPANY, LLC
By: /s/ Glenn C. Christenson
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Glenn C. Christenson
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. Charles 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. 4 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 ___, 2000
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[Name of Lender]
By:
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Name:
Title:
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