AMENDMENT NO. 4 TO AMENDED AND RESTATED
REDUCING REVOLVING LOAN AGREEMENT
This Amendment No. 4 to Amended and Restated Reducing Revolving Loan
Agreement (this "Amendment") is entered into with reference to the Amended and
Restated Reducing Revolving Loan Agreement dated as of March 19, 1996 among
Palace Station Hotel & Casino, Inc., Boulder Station, Inc., Texas Station, Inc.,
St. ▇▇▇▇▇▇▇ Riverfront Station, Inc. and Kansas City Station Corporation
(collectively, "Borrowers"), Station Casinos, Inc. ("Parent"), the Banks party
thereto, Bank of Scotland and Societe Generale, as Co-Agents, and Bank of
America National Trust and Savings Association, as Managing Agent (as heretofore
amended by Amendment No. 1 dated as of May 17, 1996, Waiver and Amendment dated
as of September 11, 1996, and Amendment No. 3 dated as of January 21, 1997, the
"Loan Agreement"). Capitalized terms used but not defined herein are used with
the meanings set forth for those terms in the Loan Agreement.
Borrowers, Parent and the Managing Agent, acting with the consent of
the Requisite Banks pursuant to Section 14.2 of the Loan Agreement, agree as
follows:
1. SECTION 1.1 -- REVISED DEFINITIONS. Section 1.1 of the Loan
Agreement is amended to revise certain defined terms set forth therein to read
as follows:
"'APPLICABLE INCREMENTAL SPREAD' means, for each Pricing
Period, the rate (expressed in basis points per annum) set
forth below opposite the Parent Funded Debt Ratio as of the
last day of the Fiscal Quarter most recently ended prior to
the commencement of that Pricing Period:
Rate Parent Funded Debt Ratio
---- ------------------------
12.5 Equal to or greater
than 4.00 to 1.00,
but less than 4.25
to 1.00
25.0 Equal to or greater
than 4.25 to 1.00,
but less than 4.50
to 1.00
37.5 Equal to or greater
than 4.50 to 1.00,
but less than 5.00
to 1.00
50.0 Equal to or greater
than 5.00 to 1.00
PROVIDED that (a) in the event that Borrowers do not deliver a
Pricing Certificate with respect to any Pricing Period prior to
the commencement of such Pricing Period, then until (but only
until) such Pricing Certificate is delivered the Parent Funded
Debt Ratio shall be deemed to be greater than 5.00 to 1.00 and
(b) if any Pricing Certificate is subsequently determined to be
in error, then the resulting change in the Applicable Incremental
Spread shall be made retroactively to the beginning of the
relevant Pricing Period."
"'BORROWERS ALLOCATED DEBT BASKET AMOUNT' means, as of any
date of determination, the SUM OF (a) $25,000,000 PLUS (b)
such amount not in excess of $25,000,000 as is specified in
a written notice from Parent to the Managing Agent, which
notice may not be withdrawn or amended without the approval
of the Managing Agent."
"EXPANSION/NEW VENTURE BASKET" means, as of any date of
determination, (a) $450,000,000 plus (b) the then applicable New
Equity Proceeds Component plus (c) $33,000,000."
"'PARENT TANGIBLE NET WORTH' means, as of any date of
determination, the sum of (a) the consolidated Stockholders'
Equity of Parent and its Subsidiaries on that date minus the
aggregate Intangible Assets of Parent and its Subsidiaries on
that date PLUS (b) the aggregate amount (not in excess of
$18,000,000) of Pre-Opening Expenses expended by Parent or any of
its Subsidiaries on New Ventures during the period commencing on
October 1, 1995 and ending on that date of determination PLUS
(c) the aggregate amount (not in excess of $30,000,000) of any
net loss sustained by Parent or any of its Subsidiaries upon a
permitted Disposition of the St. ▇▇▇▇▇▇▇ Existing Vessels or a
write-down of the book value of the St. ▇▇▇▇▇▇▇ Existing Vessels
as may be required by Generally Accepted Accounting Principles
(OTHER THAN ordinary course depreciation) pending such
Disposition thereof; PROVIDED that Parent Tangible Net Worth
shall be calculated on a consolidated basis EXCEPT that such
calculations shall exclude the effect thereon of the results of
operations of all Unrestricted New Venture Entities."
"'SWING LINE BANK' means Bank of America National Trust and
Savings Association, acting through its Las Vegas Commercial
Banking Division."
2. SECTION 1.1 - NEW DEFINITIONS. Section 1.1 of the Loan Agreement
is further amended to add the following new defined terms at the appropriate
alphabetical places:
"'FOURTH AMENDMENT EFFECTIVE DATE' means the date upon which the
conditions set forth in Section 15 of this Amendment No. 4 are
satisfied or waived."
"'ST. ▇▇▇▇▇▇▇ EXISTING VESSELS' means the casino barge, the
restaurant barge and the casino river boat which, as of the
Fourth Amendment Effective Date, are located at St. ▇▇▇▇▇▇▇
Riverfront Station in St. ▇▇▇▇▇▇▇, Missouri and the casino river
boat owned by St. ▇▇▇▇▇▇▇ which, as of the Fourth Amendment
Effective Date, is leased to Argosy Gaming Company and located in
Lawrenceburg, Indiana."
3. SECTION 2.8. Section 2.8 of the Loan Agreement is amended by
deleting the figures "$10,000,000" in clause (i) of the first sentence of
Subsection 2.8(a) and inserting the figures "$15,000,000" at that place.
4. SECTION 6.6. Section 6.6 of the Loan Agreement is amended by
deleting the word "and" after Subsection 6.6(d), replacing the period after
Subsection 6.6(e) with "; and" and adding a new Subsection (f) as follows:
"(f) Liens consisting of, or on assets owned by other Persons
which are leased to Borrowers under, an operating lease excluded
from the definition of Indebtedness."
5. SECTION 6.9. Section 6.9 of the Loan Agreement is amended by
deleting the table therein set forth and inserting the following table at that
place:
"Period Ratio
------ -----
Amendment Effective Date
through June 30, 1998 1.35 to 1.00
September 30, 1998
and thereafter 1.50 to 1.00"
6. SECTION 6.12. Section 6.12 of the Loan Agreement is amended by
deleting clauses (i) through (v) at the end of Subsection 6.12(b) and inserting
the following at that place:
"(i) the Kansas City Project, PROVIDED that the aggregate
Expansion/New Venture Capital Expenditures with respect thereto
do not exceed $311,000,000;
(ii) the St. ▇▇▇▇▇▇▇ Expansion Project, PROVIDED that the
aggregate Expansion/New Venture Capital Expenditures with respect
thereto do not exceed $215,000,000; and
(iii) the St. ▇▇▇▇▇▇▇ Amenities Project, PROVIDED that the
aggregate Expansion/New Venture Capital Expenditures with respect
thereto do not exceed $79,800,000."
7.
SECTION 8.2. Section 8.2 of the Loan Agreement is amended by deleting the
parenthetical in the third line thereof and inserting the following
parenthetical at that place: "(OTHER THAN an Unrestricted New Venture Entity or
an Immaterial Subsidiary)."
8. SECTION 8.5. Section 8.5 of the Loan Agreement is amended by
making the initial letter of the first word thereof lower case and inserting the
following at the beginning thereof: "At such time as the Missouri Gaming
Commission, by regulation or published announcement, permits the pledge of
capital stock of Persons holding a gaming license granted by the Missouri Gaming
Commission,".
9. SECTION 9.2. Section 9.2 of the Loan Agreement is amended by
deleting the word "and" after Subsection 9.2(e), adding the word "and" after
Subsection 9.2(f) and inserting a new Subsection 9.2(g) at that place as
follows:
"Dispositions consisting of an Investment permitted by
Sections 9.15 or 9.16."
10. SECTION 9.8. Section 9.8 of the Loan Agreement is amended by
deleting the word "and" after Subsection 9.8(d), replacing the period after
Subsection 9.8(e) with "; and" and adding a new Subsection 9.8(f) as follows:
"(f) Liens consisting of, or on assets owned by other Persons
which are leased to Parent under, an operating lease excluded
from the definition of Indebtedness."
11. SECTION 9.9. Section 9.9 of the Loan Agreement is amended by (a)
deleting the figures "$200,000,000" in Subsection 9.9(c) and inserting the
figures "$350,000,000" at that place, (b) deleting Subsection 9.9(e) and
inserting at that place the following:
"(e) a Guaranty Obligation with respect to completion of
construction of the Sunset Station Project in the form attached
as an exhibit to the Construction/Term Loan Agreement dated as of
September 25, 1996 among Sunset Station, Inc., the lenders party
thereto and Bank of America NT & SA as Managing Agent;"
and (c) deleting the word "and" after Subsection 9.9(g), inserting "; and" after
Subsection 9.9(h) and adding new Subsection 9.9(i) as follows:
"(i) a Guaranty Obligation consisting of an Investment permitted
by Sections 9.15 or 9.16."
12. SECTION 9.11. Section 9.11 of the Loan Agreement is amended to
read in full as follows:
"9.11 TANGIBLE NET WORTH. Permit Parent Tangible Net Worth,
as of the last day of any Fiscal Quarter ending after the
Amendment Effective Date, to be less than the SUM OF
(a) $165,000,000, PLUS (b) an amount equal to 95% of Net Income
earned in each Fiscal Quarter ending after October 1, 1995 (with
no deduction for a net loss in any such Fiscal Quarter), PLUS
(c) an amount equal to 100% of the aggregate increases in
Stockholders' Equity of Parent after the Amendment Effective Date
by reason of the issuance and sale of capital stock of Parent
(INCLUDING upon any conversion of debt securities of Parent into
such capital stock), MINUS (d) the aggregate amount expended to
date for repurchases of employee Common Stock permitted by
Section 9.5(B) and MINUS (e) preferred stock dividends paid in
Cash or Property (OTHER THAN capital stock of Parent) permitted
by Section 9.5(c).
13. SECTION 9.12. Section 9.12 of the Loan Agreement is amended by
deleting the table therein set forth and inserting the following table at that
place:
"Date or Period Ratio
-------------- -----
Amendment Effective Date
through December 31, 1996 4.75 to 1.00
March 31, 1997 5.00 to 1.00
June 30, 1997 through
December 31, 1997 5.25 to 1.00
March 31, 1998 and
June 30, 1998 5.00 to 1.00
September 30, 1998 4.75 to 1.00
December 31, 1998 4.50 to 1.00
March 31, 1999 and
June 30, 1999 4.25 to 1.00
September 30, 1999 4.00 to 1.00
December 31, 1999 and
thereafter 3.75 to 1.00"
14. SECTION 9.15. The Majority Banks hereby consent to an increase
in the New Venture Investment in the New Venture Entity that owns the Sunset
Station Project from $52,000,000 to $87,000,000.
15.
CONDITIONS PRECEDENT. The effectiveness of this Amendment shall be conditioned
upon the receipt by the Managing Agent of:
a. the following documents, each properly executed by a
Responsible Official of each party thereto and dated as of
the date hereof:
(i) Counterparts of this Amendment executed by all parties
hereto;
(ii) new Swing Line Documents reflecting the amendment to
Section 2.8 executed by Borrowers in form satisfactory
to the Swing Line Bank;
(iii)Written consents of each of the Sibling Guarantors
to the execution, delivery and performance hereof,
substantially in the form of Exhibit A to this
Amendment; and
(iv) Written consent of the Requisite Banks as required
under Section 14.2 of the Loan Agreement in the form of
Exhibit B to this Amendment.
b. an amendment fee of .30% (30 basis points) TIMES the
Commitments, for the account of the Banks according to their
Pro Rata Share.
16. REPRESENTATION AND WARRANTY. Borrowers represent and warrant to
the Managing Agent and the Banks that no Default or Event of Default has
occurred and remains continuing.
17. CONSENT OF PARENT. The execution of this Amendment by Parent
shall constitute its consent hereto in its capacity as guarantor under the
Parent Guaranty.
18. CONFIRMATION. In all respects, the terms of the Loan Agreement
(as amended hereby) and the other Loan Documents are hereby confirmed.
IN WITNESS WHEREOF, Borrowers and the Managing Agent have executed
this Amendment as of March 21, 1997 by their duly authorized representatives.
PALACE STATION HOTEL & CASINOS, INC.
BOULDER STATION, INC.
TEXAS STATION, INC.
ST. ▇▇▇▇▇▇▇ RIVERFRONT STATION, INC.
KANSAS CITY STATION CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Vice President and
Chief Financial Officer
STATION CASINOS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Executive Vice President and
Chief Financial Officer
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Managing Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
Exhibit A to Amendment
CONSENT OF SIBLING GUARANTORS
Reference is hereby made to that certain Amended and Restated
Reducing Revolving Loan Agreement dated as of March 19, 1996 among Palace
Station Hotel & Casino, Inc., Boulder Station, Inc., Texas Station, Inc., St.
▇▇▇▇▇▇▇ Riverfront, Inc. and Kansas City Station Corporation (collectively,
"Borrowers"), Station Casinos, Inc. ("Parent"), the Banks party thereto, Bank
of Scotland and Societe Generale, as Co-Agents, and Bank of America National
Trust and Savings Association, as Managing Agent, (as amended, the "Loan
Agreement").
Each of the undersigned hereby consents to the execution, delivery
and performance by Borrowers, Parent and the Managing Agent of Amendment No.
4 to the Loan Agreement.
Each of the undersigned represents and warrants to the Managing
Agent and the Banks that the Subsidiary Guaranty remains in full force and
effect in accordance with its terms.
Dated: March __, 1997
SOUTHWEST GAMING SERVICES, INC.
By:
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Secretary
SOUTHWEST SERVICES, INC.
By:
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Secretary
GREEN VALLEY STATION, INC.
By:
---------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Vice President and Chief Financial
Officer
Exhibit B to Amendment
CONSENT OF BANK
Reference is hereby made to that certain Amended and Restated Reducing
Revolving Loan Agreement dated as of March 19, 1996 among Palace Station Hotel &
Casino, Inc., Boulder Station, Inc., Texas Station, Inc., St. ▇▇▇▇▇▇▇
Riverfront, Inc. and Kansas City Station Corporation (collectively,
"Borrowers"), Station Casinos, Inc. ("Parent"), the Banks party thereto, Bank of
Scotland and Societe Generale, as Co-Agents, and Bank of America National Trust
and Savings Association, as Managing Agent, (as amended, the "Loan Agreement").
The undersigned Bank hereby consents to the execution and delivery of
Amendment No. 4 to Amended and Restated Reducing Revolving Loan Agreement by the
Managing Agent on its behalf, substantially in the form of a draft dated on or
about March 19, 1997 presented to the undersigned Bank.
Dated: March __, 1997
_________________________________
[Name of Institution]
By: _________________________________
_________________________________
[Printed Name and Title]
