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EXHIBIT 4.1
AMENDMENT NO. 7 TO THIRD AMENDED AND RESTATED
REDUCING REVOLVING LOAN AGREEMENT
This Amendment No. 7 to Third Amended and Restated Reducing Revolving
Loan Agreement (this "Amendment") dated as of November 6, 2000 among Palace
Station Hotel & Casino, Inc., Boulder Station, Inc., Texas Station, Inc., St.
Charles Riverfront Station, Inc., Kansas City Station Corporation, Sunset
Station, Inc., and Santa Fe 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"). Banc of America
Securities, LLC has acted as the Lead Arranger and Sole Book Manager of the
$100,000,000 in additional credit facilities contemplated hereby as the
Bridge Term Commitment. Capitalized terms used but not defined herein are
used with the meanings set forth for those terms in the Loan Agreement.
RECITALS
A. Pursuant to the Amendment No. 5 to the Loan Agreement, Section 2.13
of the Loan Agreement was amended to permit Borrower to request the creation
of a Bridge Term Commitment under the Loan Agreement in an amount of
$100,000,000.
B. Borrower has requested the creation of the Bridge Term Commitment for
general corporate purposes and to fund Borrowers' consummation of the Fiesta
Acquisition.
C. Each of the Lenders have been offered the opportunity to assume a
portion of the Bridge Term Commitment.
D. Bank of America, N.A. and CIBC Inc. have agreed to collectively
assume the Bridge Term Commitment.
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.
"BRIDGE TERM EFFECTIVE DATE" means a date mutually acceptable
to Borrowers and the Administrative Agent which is prior to January 31,
2001.
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"BRIDGE TERM MATURITY DATE" means September 30, 2001. The
Bridge Term Maturity Date may not be extended without the consent of
each of the Lenders having a Pro Rata Share of the Bridge Term
Commitment.
"BRIDGE TERM NOTES" means Notes evidencing the Loans
outstanding from time to time under the Bridge Term Commitment.
"BRIDGE TERM PREPAYMENT EVENT" means, (a) the consummation of
the Disposition of the Missouri Assets or (b) the issuance following
November 1, 2000, by Borrowers or Parent of any Indebtedness OTHER THAN
(i) Sub Debt Bridge Obligations, or (ii) Indebtedness of the types
contemplated by clauses (b), (f), (g), (h), (i), (j) or (k) of Section
9.9 of the Loan Agreement.
"NET CASH PROCEEDS" means, with respect to any issuance of
Indebtedness by Parent or Borrowers, the proceeds thereof in Cash and
Cash Equivalents NET OF brokerage commissions, legal expenses and other
transactional costs payable with respect thereto.
"SANTA FE EXPANSION PROJECT" means the expansion of
hotel/casino/amenities at the Santa Fe Hotel & Casino that will provide
customer products consistent with existing customer products at that
location in accordance with Parent's existing master plan for that
location.
"SUB DEBT BRIDGE OBLIGATIONS" means Permitted Subordinated
Obligations in an aggregate principal amount not to exceed $150,000,000
having a maturity of one year and incurred during the period between
November 1, 2000 and April 30, 2001.
2. SECTION 1.1 - AMENDED DEFINED TERMS. The following defined terms are
amended in full to read as follows:
"BRIDGE TERM COMMITMENT" means an $100,000,000 term facility
commitment established by Section 2.14, as reduced from time to time in
accordance with Sections 2.5, 2.6 or 2.7. The Bridge Term Commitment
shall be deemed to utilize a portion of the $200,000,000 in potential
increases to the Commitments permitted by Section 2.13 equal to the
aggregate principal amount of the Bridge Term Notes.
"COMMITMENTS" means the Line A Commitment, the Line B
Commitment and the Bridge Term Commitment.
"EURODOLLAR PERIOD" means, as to each Eurodollar Rate Loan,
the period commencing on the date specified by Borrowers pursuant to
Section 2.1(c) and ending 1, 2, 3 or 6 months (or, with the written
consent of all of the Lenders, any other period) thereafter, as
specified by Borrowers in the applicable Request for Loan; PROVIDED
that:
(a.) The first day of any Eurodollar Period shall be a
Eurodollar Banking Day;
(b.) Any Eurodollar Period that would otherwise end on a
day that is not a Eurodollar Banking Day shall be
extended to the next succeeding Eurodollar Banking
Day unless such Eurodollar Banking Day falls in
another calendar
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month, in which case such Eurodollar Period shall end
on the next preceding Eurodollar Banking Day;
(c.) Borrowers may not specify a Eurodollar Period that
(i) in the case of Loans under the Line A Commitment
or Line B Commitment, extends beyond the next
Reduction Date unless the aggregate principal amount
of such Loans having a Eurodollar Period ending after
such Reduction Date is less than the Commitments
(after giving effect to any reduction thereto
scheduled to be made on such Reduction Date pursuant
to Section 2.6), or (ii) in the case of Loans under
the Bridge Term Commitment, extends beyond the Bridge
Term Maturity Date; and
(d.) No Eurodollar Period shall extend beyond the Maturity
Date (or, in the case of the Eurodollar Period for
any Loan under the Bridge Term Commitment, beyond the
Bridge Term Maturity Date).
"NOTES" means the Line A Notes, the Line B Notes and the
Bridge Term Notes.
"PERMITTED SUBORDINATED DEBT" means Indebtedness of Parent
that (a) does not have any principal or sinking fund payment due prior
to December 31, 2006 (EXCEPT THAT SUB DEBT BRIDGE OBLIGATIONS MAY HAVE
A MATURITY OF ONE YEAR FROM THEIR ISSUANCE), (b) is subordinated
(INCLUDING interest blockage and delayed acceleration provisions) to
the Obligations to at least the same degree as is set forth in the
Model Indenture 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
identical to those in the Model Indenture or determined by the
Requisite Lenders (in the exercise of their reasonable judgment from
the perspective of a senior lender) to be not more favorable to the
holders of such Indebtedness than those contained in the Model
Indenture.
3. SECTION 2.1 - LOANS GENERAL. Section 2.1(a) and Section 2.1(a) of the
Loan Agreement are hereby amended to read in full as follows (with the added
text underscored and in bold for the convenience of the reader):
"(a) Subject to the terms and conditions set forth in this
Agreement, at any time and from time to time from the Amendment
Effective Date through the Maturity Date, each Lender shall, pro rata
according to that Lender's Pro Rata Share of the then applicable Line A
Commitment, make Advances to Borrowers under the Line A Commitment in
such amounts as Borrowers may request that do not result in (a) the
aggregate principal amount outstanding under the Line A Notes to exceed
the Line A Commitment or (b) the SUM OF (i) the aggregate principal
amount outstanding under the Line A Notes and Line B Notes PLUS (ii)
the Swing Line Outstandings (after giving effect to any concurrent
payment thereof with the proceeds of such Advances) PLUS (iii) the
Aggregate Effective Amount under all outstanding Letters of Credit to
exceed the SUM OF THE LINE A COMMITMENT AND THE LINE B Commitment.
Subject to the limitations set forth herein, Borrowers may borrow,
repay and reborrow under the Line A Commitment without premium or
penalty.
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(b) Subject to the terms and conditions set forth in this
Agreement (INCLUDING those set forth in Section 11.2), at any time and
from time to time from the Amendment Effective Date through the
Maturity Date, each Lender shall, pro rata according to that Lender's
Pro Rata Share of the then applicable Line B Commitment, make Advances
to Borrowers under the Line B Commitment in such amounts as Borrowers
may request that do not result in (a) the aggregate principal amount
outstanding under the Line B Notes to exceed the Line B Commitment or
(b) the SUM OF (i) the aggregate principal amount outstanding under the
Line A Notes and Line B Notes PLUS (ii) the Swing Line Outstandings
(after giving effect to any concurrent payment thereof with the
proceeds of such Advances) PLUS (iii) the Aggregate Effective Amount
under all outstanding Letters of Credit to exceed the SUM OF THE LINE A
COMMITMENT AND THE LINE B Commitment. Subject to the limitations set
forth herein, Borrowers may borrow, repay and reborrow under the Line B
Commitment without premium or penalty."
4. SECTION 2.3(c) - MAXIMUM NUMBER OF EURODOLLAR RATE LOANS. Section
2.3(c) of the Loan Agreement is hereby amended to read in full as follows:
"(c) Unless the Administrative Agent and the Requisite Lenders
otherwise consent, no more than sixteen (16) Eurodollar Rate Loans
(whether under the Line A Commitment or Line B Commitment or the Bridge
Term Commitment) shall be outstanding at any one time."
5. SECTION 2.5 - VOLUNTARY REDUCTION OF COMMITMENTS. Section 2.5 of the
Loan Agreement is hereby amended to read in full as follows:
"2.5 VOLUNTARY REDUCTION OF COMMITMENTS. Borrowers shall have
the right, at any time and from time to time, without penalty or
charge, upon at least three (3) Banking Days' prior written notice by a
Responsible Official of Borrowers to the Administrative Agent,
voluntarily to reduce, permanently and irrevocably, in aggregate
principal amounts in an integral multiple of $1,000,000 but not less
than $5,000,000, or to terminate, all or a portion of the then
undisbursed portion of the Commitments, PROVIDED that (y) the Line A
Commitment may not be reduced or terminated so long as any portion of
the Line B Commitment or the Bridge Term Commitment remains in effect,
and (z) the Line B Commitment may not be reduced or terminated so long
as any portion of the Bridge Term Commitment remains in effect. The
Administrative Agent shall promptly notify the Lenders of any reduction
or termination of the Commitments under this Section. Any voluntary
reduction of the Commitments under this Section shall be applied first
to the reduction of the Bridge Term Commitment and then to reduce the
Reduction Amount for the next following Reduction Date (to the extent
of such reduction) and thereafter to subsequent Reduction Dates (to the
extent not previously applied) in the order of their occurrence."
6. SECTION 2.6 - AUTOMATIC REDUCTION OF COMMITMENTS. Section 2.6 of the
Loan Agreement is hereby amended to read in full as follows:
"2.6 AUTOMATIC REDUCTION OF THE COMMITMENTS. Subject to the
last sentence of Section 2.5, on each Reduction Date, (a) the Line B
Commitment shall automatically be reduced by the applicable Reduction
Amount until the Line B Commitment is reduced to zero
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and (b) after the Line B Commitment is reduced to zero, the Line A
Commitment shall automatically be reduced by the applicable Reduction
Amount. The Bridge Term Commitment shall reduce on the date of any
repayment of the Loans thereunder (except to the extent that the same
are concurrently refinanced by the making of new Loans under the
Bridge Term Commitment) in the amount of such repayment (including
any payment required on any Bridge Term Prepayment Date), and shall
reduce to zero on the Bridge Term Maturity Date. The Bridge Term
Commitment shall also automatically and permanently (i) reduce upon
the date upon which any repayment of the Bridge Term Loans is required
pursuant to Section 3.1(d)(iii) in the amount of such required
repayment, and (ii) terminate upon the date of the consummation of the
Disposition of the Missouri Assets."
7. SECTION 2.14 - LOANS UNDER THE BRIDGE TERM COMMITMENT. The Loan
Agreement is hereby amended to add thereto a new Section 2.14, to read in
full as follows:
"2.14 BRIDGE TERM COMMITMENT AND LOANS. (a) Subject to the
terms and conditions set forth in this Agreement on the Bridge Term
Effective Date and from time to time thereafter through the Bridge Term
Maturity Date, each Lender having a Pro Rata Share of the Bridge Term
Commitment shall, pro rata according to such Pro Rata Share, make
Advances to Borrowers under the Bridge Term Commitment in such amounts
as Borrowers may request that do not result in the aggregate principal
amount outstanding under the Bridge Term Notes being in excess of the
Bridge Term Commitment, PROVIDED that no Bridge Term Loan which results
in an increase in the aggregate principal amount of the outstanding
Bridge Term Loans shall be made on any date when Loans are available
under the Line A Commitment or Line B Commitment. Notwithstanding the
foregoing sentence, not more than six Loans shall be made under the
Bridge Term Commitment which result in an increase in the principal
amount of the outstanding Obligations under the Bridge Term Commitment.
No Loan under the Bridge Term Commitment, once repaid, may be
reborrowed, except to the extent concurrently refinanced with new Loans
under the Bridge Term Commitment. No Letters of Credit shall be
available under the Bridge Term Commitment.
(b) Each Loan under the Bridge Term Commitment shall be
requested pursuant to a Request for Loan complying with Section 2.1(c)
and shall comply with the other applicable provisions of Section 2.1.
(c) Each Loan under the Bridge Term Commitment shall be
evidenced by a Bridge Term Note.
(d) The Loans under the Bridge Term Commitment shall be
secured and guaranteed on a ratable and pari passu basis by, and the
Lenders holding Pro Rata Shares thereof shall be entitled to the
ratable and pari passu benefit of, the Collateral Documents, the Parent
Guaranty and the Sibling Guaranty."
8. AMENDMENT TO SECTION 3.1(d) -MATURITY OF THE BRIDGE TERM LOANS.
Section 3.1(d) of the Loan Agreement is hereby amended to add a new clause
(iii) thereto, to read in full as follows:
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"(iii) the principal Indebtedness evidenced by the Bridge Term
Notes shall be payable (x) in full on the date of the consummation of
the Missouri Sale, (y) on the date of any other Bridge Term Prepayment
Event in the amount of the related Net Cash Proceeds thereof and (z) in
any event on the Bridge Term Maturity Date.
9. AMENDMENT TO SECTION 3.3 - COMMITMENT FEES. Section 3.3 of the Loan
Agreement is hereby amended to read in full as follows:
"3.3 COMMITMENT FEES. (a) From the Amendment Effective Date,
Borrowers shall pay to the Administrative Agent, for the ratable
accounts of the Lenders pro rata according to their Pro Rata Share of
the Line A Commitment and the Line B Commitment, a commitment fee equal
to the daily Applicable Commitment Fee Rate per annum TIMES the average
daily amount by which the Commitments exceed the SUM of (i) the
aggregate daily principal Indebtedness evidenced by the Line A Notes
and Line B Notes (BUT NOT the Swing Line Outstandings) PLUS (ii) the
Aggregate Effective Amount of all outstanding Letters of Credit.
(b) From the Bridge Term Effective Date, Borrowers shall pay
to the Administrative Agent, for the ratable accounts of the Lenders
pro rata according to their Pro Rata Share of the Bridge Term
Commitment, a commitment fee equal to 0.625% per annum TIMES the
average daily amount by which the Bridge Term Commitment exceeds the
outstanding principal balance of the Loans under the Bridge Term
Commitment.
(c) The commitment fees payable under this Section shall be
payable quarterly in arrears on each Quarterly Payment Date and on the
Maturity Date."
10. SECTION 6.12(b) - SANTA FE EXPANSION CAPITAL EXPENDITURES. Section
6.12 of the Loan Agreement is hereby amended to add thereto a new Section
6.12(b)(v), to read in full as follows:
"(v) the Santa Fe Expansion Project, PROVIDED that the amount
expended therefor does not exceed $75,000,000; and"
11. SECTION 9.9(e) - INDEBTEDNESS AND GUARANTY OBLIGATIONS. Section
9.9(e) (as previously amended pursuant to Amendment No. 4 to the Loan
Agreement) is hereby amended in full to read as follows:
"(e) Parent's $375,000,000 9 7/8% Senior Subordinated
Notes due 2010, and other Permitted Subordinated Debt
(including any Bridge Sub Debt Obligations) 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."
12. SECTION 11.2. Section 11.2 of the Loan Agreement is hereby amended
to read in full as follows:
"11.2 AVAILABILITY UNDER EXCESS FACILITY. The obligation of
each Lender to make any Advance under the Line B Commitment and the
Bridge Term Commitment is subject to the
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condition precedent that such Advance is permitted to be incurred
under Section 4.06 of the Indentures governing the Existing
Subordinated Debt."
13. INTEREST UNDER THE BRIDGE TERM LOANS. Interest shall be payable with
respect to the Bridge Term Loans in accordance with the provisions of Article
3 of the Loan Agreement, PROVIDED THAT, notwithstanding the provisions of
such Article 3, as to each Bridge Term Loan, the interest rate margins
described in the definitions of "APPLICABLE ALTERNATIVE BASE RATE MARGIN" and
"APPLICABLE EURODOLLAR RATE MARGIN" shall each be increased, during each
period described below, by the percentage per annum set forth opposite that
period:
<TABLE>
<CAPTION>
PERIOD PERCENTAGE OF INCREASE
------ ----------------------
<S> <C>
Bridge Term Effective Date through
the date which is six months following
the Bridge Term Effective Date 0.125%
Thereafter through the date which is
nine months following the Bridge Term
Effective Date 0.375%
Thereafter 0.625%.
</TABLE>
14. REVISED APPROVAL OF MISSOURI SALE. The Lenders hereby revise their
prior approval of the sale of the assets of St. Charles Riverfront Station,
Inc.(other than the St. Charles Real Property described on Annex I to
Amendment No. 5 to the Loan Agreement) and Kansas City Station Corporation
for a cash purchase price of not less than $475,000,000 (subject to certain
purchase price adjustments). This revised consent shall be subject to the
fulfillment of each of the following conditions precedent:
(a) Kansas City Station Corporation and St. Charles
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. Charles 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. Charles Riverfront Station, Inc. shall become a
Sibling Guarantor under the Sibling Guaranty;
(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; and
(d) The Borrower shall deliver certified copies of the
relevant purchase agreements for such assets, which shall be in form
and substance reasonably acceptable to the Administrative Agent.
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Concurrently with the consummation of the transactions contemplated by this
Section 13, 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. Charles Riverfront
Station, Inc. as Borrowers under the Loan Agreement and (ii) other than such
documentation as shall be executed by St. Charles 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. Charles 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. Charles
Real Property).
15. CERTAIN PREPAYMENTS. The Lenders hereby agree that the prepayment of
the Sub Debt Bridge Obligations shall not be subject to the covenant set
forth in Section 9.18 of the Loan Agreement.
16. EXHIBIT AMENDMENT. The form of Request for Loan (Exhibit L to the
Loan Agreement), is hereby amended to be as set forth on Exhibit D hereto.
17. CONDITIONS PRECEDENT TO AMENDMENT. 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;
(d) The Borrowers shall have paid to the Administrative Agent
for the ratable benefit of the Lenders having Pro Rata Shares
of the Bridge Term Commitment, an upfront fee of 25 basis
points times the amount of the Bridge Term Commitment; and
(e) Such other assurances, certificates, documents, consents or
opinions as the Administrative Agent or the Lenders
reasonably may require.
18. CONDITIONS PRECEDENT TO BRIDGE TERM LOANS. The making of the initial
Bridge Term Loan shall be conditioned upon receipt by the Administrative
Agent of all of the following:
(a) The Administrative Agent shall have received legal opinions
from counsel to Parent and the Borrowers as to such matters
as the Administrative Agent may request;
(b) The Borrowers shall have executed and delivered to the
Administrative Agent, for the account of each Lender having
a Pro Rata Share of the
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Bridge Term Commitment, a Bridge Term Note in the amount
thereof, substantially in the form of Exhibit C hereto;
(c) The Borrowers shall have executed and delivered amendments
to each of the Deeds of Trust in form and substance
acceptable to the Administrative Agent modifying the
obligations secured thereby so as to include the Obligations
under the Bridge Term Commitment on an equal, ratable and
pari passu basis with the other Obligations;
(d) The Title Company shall have confirmed to the Administrative
Agent that it has caused the amendments to the Deeds of
Trust referred to in the preceding paragraph to be recorded,
and shall have committed to issue endorsements to the
policies of title insurance issued to the Administrative
Agent in relation thereto assuring:
(i) the continued priority
and perfection of each of the Deeds
of Trust as so amended, subject only
to such additional exceptions as may
be acceptable to the Administrative
Agent;
(ii) an increase to the
amount of such policies to
$480,750,000 (together with such
related reinsurance as the
Administrative Agent may request);
(iii) as to such other matters
as the Administrative Agent may specify;
and
(e) Such other assurances, certificates, documents, consents
or opinions as the Administrative Agent or the Lenders
reasonably may require.
19. REPRESENTATIONS AND WARRANTIES. Borrowers hereby represent and
warrant that no Default or Event of Default has occurred and remains
continuing and that no Material Adverse Effect has occurred since December
31, 1999.
20. 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 and the agreement of Parent that the Parent
Guaranty shall extend to guaranty the Bridge Term Loans.
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21. 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 & CASINO, INC.
BOULDER STATION, INC.
TEXAS STATION, INC.
ST. CHARLES RIVERFRONT STATION, INC.
KANSAS CITY STATION CORPORATION
SUNSET STATION, INC.
SANTA FE STATION, INC.
By: /s/ GLENN C. CHRISTENSON
----------------------------
Glenn C. Christenson,
Senior Vice President
STATION CASINOS, INC.
By: /s/ GLENN C. CHRISTENSON
----------------------------
Glenn C. Christenson,
Executive Vice President
and Chief Financial Officer
BANK OF AMERICA, N.A.,
as Administrative Agent
By: /s/ JANICE HAMMOND
----------------------------
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 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)), 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. 7 to the Third Amended and Restated
Reducing Revolving Loan Agreement, and agrees that the Sibling Guaranty shall
be deemed to relate to and guaranty the Bridge Term Loans.
Each of the undersigned represents and warrants to the Administrative
Agent and the Lenders that the Sibling Guaranty remains in full force and
effect in accordance with its terms.
Dated: November 6, 2000
GREEN VALLEY STATION, INC. SOUTHWEST GAMING SERVICES, INC.
TROPICANA STATION, INC. SOUTHWEST SERVICES, INC.
SUNSET STATION LEASING
COMPANY, LLC
By: /s/ GLENN C. CHRISTENSON By: /s/ BLAKE L. SARTINI
--------------------------- -------------------------------
Glenn C. Christenson Blake L. Sartini
Senior Vice President 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.
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)), 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. 7 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: November 6, 2000
-----------------------------
[Name of Lender]
By:
-------------------------
Name:
Title:
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