AMENDMENT NO. 5 TO AMENDED AND RESTATED
REDUCING REVOLVING LOAN AGREEMENT
This Amendment No. 5 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, Amendment No. 3 dated as of January 21, 1997, and
Amendment No. 4 dated as of March 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 Banks pursuant to Section 14.2 of the Loan Agreement, agree as follows:
1. 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:
"'FIFTH AMENDMENT EFFECTIVE DATE' means the date upon which the
conditions set forth in Section 8 of this Amendment No. 5 are
satisfied or waived."
"'ST. ▇▇▇▇▇▇▇ NEW VESSELS' means the two casino barges which, as
of the Fourth Amendment Effective Date, are under construction at
St. ▇▇▇▇▇▇▇ Riverfront Station in St. ▇▇▇▇▇▇▇, Missouri."
2. SECTION 6.1. Section 6.1 of the Loan Agreement is amended by
deleting the word "and" before Subsection 6.1(c), inserting a comma at that
place and adding new Subsections 6.1 (d) and 6.1(e) at the end thereof as
follows:
", (d) a Disposition of one or more of the St. ▇▇▇▇▇▇▇ Existing
Vessels after the St. ▇▇▇▇▇▇▇ New Vessels are in service at
St. ▇▇▇▇▇▇▇ Riverfront Station or such earlier date that does not
result in an interruption of the business of St. ▇▇▇▇▇▇▇ and
(e) a Disposition of one or more of the St. ▇▇▇▇▇▇▇ New Vessels
PROVIDED that not later than the substantial completion of
construction thereof St. ▇▇▇▇▇▇▇ enters into a lease or sublease
thereof which grants to St. ▇▇▇▇▇▇▇ the right to occupy and use
such St. ▇▇▇▇▇▇▇ New Vessel or Vessels for a lease term extending
at least through the Maturity Date."
3. SECTION 6.12. Section 6.12 of the Loan Agreement is amended by
deleting clause (ii) of Subsection (b) thereof in its entirety and substituting
therefor the following:
"(ii) the St. ▇▇▇▇▇▇▇ Expansion Project, PROVIDED that the
aggregate Expansion/New Venture Capital Expenditures with respect
thereto do not exceed (A) $215,000,000 or (B) if the St. ▇▇▇▇▇▇▇
New Vessels are the subject of a Disposition permitted by Section
6.1(e) and/or 9.2(d), $215,000,000 reduced by the purchase price
paid by the Person which enters into the operating lease referred
to in Section 6.1(e) and/or 9.2(d) (whether or not such payments
occur after the incurrence of such Capital Expenditures); and"
4. SECTION 9.2. Section 9.2 of the Loan Agreement is amended by
deleting Subsection 9.2(d) and inserting the following at that place:
"(d) a Disposition of one or more of the St. ▇▇▇▇▇▇▇ New Vessels
PROVIDED that such St. ▇▇▇▇▇▇▇ Vessel or Vessels are concurrently
subjected to an operating lease pursuant to which (or pursuant to
a permitted sublease thereunder) St. ▇▇▇▇▇▇▇ is, or will be not
later than the substantial completion of construction thereof,
granted the right to occupy and use such St. ▇▇▇▇▇▇▇ New Vessel
or Vessels for a lease term extending at least through the
Maturity Date;"
5. SECTION 9.9. Section 9.9 of the Loan Agreement is amended
by deleting the word "and" after Subsection 9.9(h), inserting "; and" after
Subsection 9.9(i) and adding new Subsection 9.9(j) as follows:
"(j) a Guaranty Obligation with respect to completion of
construction of the St. ▇▇▇▇▇▇▇ New Vessels in favor of the
Person that enters into the operating lease referred to in
Sections 6.1(e) and/or 9.2(d)."
6. SECTION 9.15. The Banks hereby consent, to the extent required
by Sections 9.15(b) and/or 14.2(c), to the Dispositions permitted by
Sections 6.1(e) and 9.2(d).
7. SECTION 14.2. Section 14.2 of the Loan Agreement is amended by
deleting Subsection 14.2(c) and inserting the following at that place:
"(c) To release the Parent Guaranty, the Sibling Guaranty; or any
material portion of the Collateral EXCEPT as expressly provided
for in any Loan Document (PROVIDED that the Managing Agent is
authorized to release the Lien created by the Collateral
Documents on assets secured by Indebtedness permitted by Sections
6.7(d) or 6.7(e) and on assets which are the subject of a
Disposition permitted by Section 6.1);"
8.
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) 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
(iii) Written consent of the Banks as required under
Section 14.2 of the Loan Agreement in the form of
Exhibit B to this Amendment.
b. the prior or simultaneous effectiveness of Amendment No. 4
to the Loan Agreement.
9. 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.
10. CONSENT OF PARENT. The execution of this Amendment by Parent
shall constitute its consent hereto in its capacity as guarantor under the
Parent Guaranty.
11. 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 27, 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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Vice President and
Chief Financial Officer
STATION CASINOS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Executive Vice President and
Chief Financial Officer
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Managing Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
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. 5 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:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Secretary
SOUTHWEST SERVICES, INC.
By:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Secretary
GREEN VALLEY STATION, INC.
By:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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. 5 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]
