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EXHIBIT 2.2
AMENDMENT NO. 1 TO
ASSET PURCHASE AGREEMENT
This AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this
"Amendment") is dated as of the 28th day of July, 2000 by and among Station
Casinos, Inc., a Nevada corporation ("Purchaser"), Santa Fe Hotel Inc., a Nevada
corporation ("Seller"), and Santa Fe Gaming Corporation ("Parent").
WHEREAS, the parties hereto entered into that certain Asset
Purchase Agreement, dated as of June 12, 2000 (the "Agreement"; terms used
herein without definition shall have the meanings ascribed thereto in the
Agreement), in which Purchaser agreed to purchase, and Seller agreed to sell,
substantially all of the assets comprising the Santa Fe Hotel & Casino in Las
Vegas, Nevada;
WHEREAS, the Agreement provides that it may be terminated at
any time after July 31, 2000 if Purchaser has not, subject to certain
qualifications, loaned $36 million to an affiliate of Seller prior to such date;
and
WHEREAS, Purchaser, Seller and Parent desire to amend the
provisions of Section 12.01(c) of the Agreement to extend the date that such
loan must be made.
NOW, THEREFORE, BE IT RESOLVED, that the parties hereby agree
as follows:
1. AMENDMENT. Section 12.01(c) is hereby omitted and
replaced in its entirety as follows:
"at any time after August 4, 2000, by Seller in its sole and absolute
discretion, in the event that $36,000,000, in immediately available
funds, has not been delivered by or on behalf of Lender to Borrower in
accordance with the Credit Agreement for any reason other than (i) the
failure of Borrower to obtain the requisite consents of Ground Lessor
or (ii) the failure of Parent or its Affiliates to provide to Borrower
funding that together with the proceeds of the Loan will be sufficient
to effectuate the release of all Liens upon the Assets and Properties
of Borrower; or"
2. MISCELLANEOUS.
a. AGREEMENT. Except as specifically and expressly
amended hereby, the Agreement shall remain in full force and effect and
is hereby ratified and confirmed. This Amendment shall be construed as
one with the Agreement, and the Agreement shall, where the context
requires, be read and construed throughout so as to incorporate this
Amendment. This Amendment is made subject to and shall be governed by
the terms of the Agreement.
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b. ENTIRE AGREEMENT. This Amendment, together with
the Agreement and the Documents referred to herein or therein or
executed in connection herewith or therewith, constitute the entire
agreement between the parties hereto with respect to the subject matter
hereof and supersede all prior agreements and understandings, oral and
written, between the parties hereto with respect to the subject matter
hereof.
c. APPLICABLE LAW. This Amendment shall be governed
by, and construed in accordance with, the laws of the State of Nevada.
d. COUNTERPARTS. This Amendment may be executed in
any number of counterparts, each of which shall be deemed to be an
original and all of which together shall be deemed to be one and the
same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the date first above written.
STATION CASINOS, INC.
By: /s/ GLENN C. CHRISTENSON
--------------------------
Name: Glenn C. Christenson
Title: EVP/CFO/CAO
SANTA FE HOTEL INC.
By: /s/ PAUL W. LOWDEN
--------------------------
Name: Paul W. Lowden
Title: President/CEO
SANTA FE GAMING CORPORATION
By: /s/ PAUL W. LOWDEN
--------------------------
Name: Paul W. Lowden
Title: President/CEO
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