FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
This First Amendment (the "AMENDMENT") to the Registration Rights
Agreement dated April 3, 1997 (the "AGREEMENT") between Station Casinos, Inc., a
Nevada corporation (the "COMPANY") and BancAmerica Securities, Inc. (the
"PURCHASER") is hereby entered into as of May 27, 1997 by and between the
Company and the Purchaser. Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed thereto in the Agreement.
WHEREAS, the Company and the Purchaser wish to modify certain
provisions of the Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. REGISTERED EXCHANGE OFFER. Section 3(a)(i) is hereby amended by
replacing "60 days" with "90 days". Section 3(a)(ii) is hereby amended by
replacing "120 days" with "150 days".
2. SHELF REGISTRATION. Section 4(a)(x)(3) is hereby amended by
replacing "150th day" with "180th day". Section 4(a)(y) is hereby amended by
replacing "150 days" and "150-day period" with "180 days" and "180-day period",
respectively. The last paragraph of Section 4(a) is hereby amended to replace
"two years" with "two years and 30 days".
3. ENTIRE AGREEMENT. The Agreement, as amended by this Amendment,
constitutes the entire agreement between the parties pertaining to the subject
matter hereof and fully supercedes any and all prior or contemporaneous
agreements or understandings between the parties hereto pertaining to the
subject matter hereof.
4. FULL FORCE AND EFFECT. Except as expressly amended in this
Amendment, the Agreement shall remain in full force and effect.
5. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
STATION CASINOS, INC. BANCAMERICA SECURITIES, INC.
By: /s/Xxxxx X. Xxxxxxxxxxx By: /s/Xxxx Xxxxxx
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Name: Xxxxx X. Xxxxxxxxxxx Name: Xxxx Xxxxxx
Title: Chief Title: Senior Managing Director
