EXHIBIT 4.24
AMENDMENT NO. 9 TO THIRD AMENDED AND RESTATED
REDUCING REVOLVING LOAN AGREEMENT
This Amendment No. 9 to Third Amended and Restated Reducing
Revolving Loan Agreement (this "Amendment") dated as of March 12, 2001 among
Palace Station Hotel & Casino, Inc., Boulder Station, Inc., Texas Station,
Inc., Sunset Station, Inc., St. Charles Riverfront Station, Inc., Kansas City
Station Corporation, 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"). Capitalized terms
used but not defined herein are used with the meanings set forth for those
terms in the Loan Agreement.
RECITALS
A. Parent and the Borrowers have requested the consent of the
Banks to the payment of the principal of Parent's 10-l/8%
senior subordinated notes due 2006 using proceeds of the
Loans and of Parent's $300,000,000 8 3/8% Senior Notes due 2008.
B. In connection with the sale of the Missouri gaming properties of
Parent and Borrowers, Parent and the Borrowers had proposed to
eliminate Kansas City Station Corporation and St. Charles
Riverfront Station, Inc., as Borrowers. However, Parent and the
Borrowers now desire the retention of both Kansas City Station
Corporation (now a successor Nevada corporation) and St. Charles
Riverfront Station, Inc., as Borrowers.
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. CONFIRMATION OF KANSAS CITY AND ST. CHARLES AS
BORROWERS. The parties to the Loan Agreement hereby confirm the status of
Kansas City Station Corporation (now a successor Nevada corporation) and St.
Charles Riverfront Station, Inc., as Borrowers.
2. LIMITATION OF KANSAS CITY AND ST. CHARLES BORROWINGS.
Borrowers agree that neither Kansas City Station Corporation nor St. Charles
Riverfront Station, Inc. shall request Loans or Letters of Credit the
aggregate outstanding principal amount of which would at any time be in
excess of $10,000,000.
3. REPRESENTATION. Parent and the Borrowers represent and
warrant to the Administrative Agent and the Banks that the diagrams attached
hereto as Schedules A and B correctly reflect the ownership structure of
Kansas City Station Corporation and St. Charles Riverfront Station, Inc. and
their respective principal real estate holdings as of the date of this
Amendment.
4. SECTION 1.1 - AMENDED DEFINITIONS. Section 1.1 of the
Loan Agreement is hereby amended (a) so that the following existing
definitions set forth therein read in full, and (b) to add the definitions of
"Fiesta Expansion Project," "Green Valley Support Agreements," "Reserve,"
"Reserve Expansion Project" and "Preferred Stock Dividends" as follows:
"ANNUALIZED ADJUSTED EBITDA" means, as of the last day of
each Fiscal Quarter:
(a) with respect to Parent as of the last day of each Fiscal
Quarter, the consolidated Adjusted EBITDA of Parent and its
Subsidiaries, for the four Fiscal Quarters ending on that date, after
making pro forma adjustments thereto to (a) exclude the Adjusted EBITDA
of any Person or assets sold or otherwise disposed of by Parent and its
Subsidiaries during such period, and (b) to annualize, on a straight
line basis, and to include, the Adjusted EBITDA of each Person or
assets acquired by Parent during such period PROVIDED that in the case
of Santa Fe Station, Inc., the period so annualized shall commence on
January 1, 2001; and
(b) with respect to Borrowers, the combined Adjusted EBITDA of
those Persons which are Borrowers (as applicable) as of such date for
the four Fiscal Quarters ending on that date, after making pro forma
adjustments thereto to (a) exclude the Adjusted EBITDA of any Person or
assets sold or otherwise disposed of by such Borrowers during such
period, and (b) to annualize, on a straight line basis, and to include,
the Adjusted EBITDA of each Borrower formed or acquired during such
period and any assets acquired by the Borrowers during that period.
PROVIDED that in the case of Santa Fe Station, Inc., the period so
annualized shall commence on January 1, 2001.
"FIXED CHARGE COVERAGE" means, as of the last day of each
Fiscal Quarter, the ratio of:
(a) Annualized Adjusted EBITDA of Borrowers MINUS Cash Income
Taxes of Borrowers annualized for the same fiscal period for which
Annualized Adjusted EBITDA for each Borrower has been calculated; TO
(b) the SUM of (i) Interest Charges of Borrowers for such
fiscal period with respect to Indebtedness OTHER THAN Indebtedness owed
to Parent or a Restricted Subsidiary (PROVIDED THAT such Interest
Charges shall be adjusted on a pro forma basis to (A) include the
Interest Charges associated with Indebtedness in an amount equal to the
consideration paid by an Acquisition Purchaser to acquire any New
Venture Entity which becomes a Borrower hereunder during that period
(including any Indebtedness assumed in connection with such
acquisition) annualized on a straight line basis) and (B) exclude
Interest Charges associated with Indebtedness repaid using the
consideration received from the sale or other disposition of any Person
or operating business during that period), PLUS (ii) Maintenance
Capital Expenditures of Borrowers made during such fiscal period PLUS
(iii) the aggregate of (A) all principal payments on the Notes made
during such fiscal period required by SECTION 3.1(d)(i), (B) all
voluntary principal prepayments on the Notes made during such fiscal
period to the extent that such prepayment reduced or eliminated the
amount of a subsequent principal payment on the Notes which would
otherwise be required by SECTION 3.1(d)(i) and (C) all scheduled
principal payments on all Indebtedness of Borrowers during such fiscal
period, PLUS (iv) Interest Charges of Borrowers for such fiscal period
with respect to Deemed Intercompany Indebtedness calculated at an
interest rate that is not less than the Minimum
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Intercompany Rate, and PLUS (v) Preferred Stock Dividends paid in
cash during such fiscal period.
"FIESTA EXPANSION PROJECT" means the expansion of
hotel/casino/amenities at the Fiesta Hotel and Casino that will provide
customer products consistent with customer products at other Station
casinos.
"FUNDED DEBT RATIO" means, with respect to any Person and as
of the last day of each Fiscal Quarter, the RATIO OF (a) Average
Quarterly Adjusted Funded Debt of that Person for that Fiscal Quarter
(adjusted on a pro forma basis (i) to include Indebtedness in an amount
equal to the consideration paid for the Acquisition of any other Person
or operating business acquired by that Person during that Fiscal
Quarter and (ii) to exclude Indebtedness repaid using the consideration
received by that Person from the sale or other disposition of any other
Person or operating business during that Fiscal Quarter) to (b)
Annualized Adjusted EBITDA of that Person for the fiscal period
consisting of that Fiscal Quarter and the three immediately preceding
Fiscal Quarters.
"GREEN VALLEY SUPPORT AGREEMENTS" means, collectively, any
completion guarantee agreement, make-well agreement, keep well
agreement or similar forms of credit support issued from time to time
in support of the obligations of Green Valley Ranch Gaming, LLC to the
lenders under its senior secured bank credit facility in connection
with the construction financing for the Green Valley Project.
"PERMITTED PREFERRED STOCK" means preferred stock of Parent in
an amount which is not in excess of $80,000,000 that is issued at a
time when any Green Valley Support Agreement is in effect pursuant to
charter documents and/or a governing agreement that contains
representations, warranties, covenants, change of control provisions,
events of default which are reasonably determined by the Administrative
Agent to be no less favorable to Parent than those contained in
Parent's 9 7/8% Senior Subordinated Notes due 2010 and other provisions
which are reasonably acceptable to the Administrative Agent.
"PERIPHERAL ASSETS" means (a) the capital stock or assets of
Southwest Gaming Services, Inc., (b) the capital stock or assets of
Southwest Services, Inc., (c) each other asset listed on Schedule 1.1B
as amended from time to time with the consent of the Requisite Lenders,
and (d) any other assets designated by Parent (and reasonably
acceptable to the Administrative Agent) when no Default or Event of
Default exists having an aggregate value not in excess of $15,000,000."
"PREFERRED STOCK DIVIDENDS" means for any period, all
dividends paid or payable with respect to Permitted Preferred Stock
during that period
"RESERVE" means The Reserve Hotel and Casino in Henderson,
Nevada.
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"RESERVE EXPANSION PROJECT" means the expansion of
hotel/casino/amenities at the Reserve that will provide customer
products consistent with existing customer products at that location in
accordance with Parent's existing master plan for that location.
5. AMENDED SCHEDULE 1.1B. Schedule 1.1B to the Loan
Agreement is hereby amended to read as set forth on Schedule 1.1B hereto.
6. EXCLUSION OF ACQUISITION EXPENDITURES FROM "BASKET
EXPENDITURES." The Lenders hereby agree that the amounts heretofore expended
by Parent and the Borrowers for the acquisition of the assets (or the Persons
controlling) the Santa Fe Hotel and Casino (in an aggregate amount not to
exceed $205,000,000), the Fiesta Hotel and Casino (in an aggregate amount not
to exceed $170,000,000) and The Reserve Hotel and Casino (in an aggregate
amount not to exceed $70,000,000) shall not be deemed to constitute "Basket
Expenditures."
7. SECTION 6.1 - DISPOSITIONS. Section 6.1 of the Loan
Agreement is hereby amended to read in full as follows (with the revised text
indicated in italicized and underscored text for the convenience of the reader):
"6.1 DISPOSITIONS OF PROPERTY. Make any Disposition of its
Property, whether now owned or hereafter acquired EXCEPT: (a) a
Disposition to another Borrower, (b) Dispositions of any of the
Peripheral Assets to a Person that is not an Affiliate of Parent, (c) a
Disposition of assets included in any Permitted Sale/Leaseback, (d)
Disposition of Investments (OTHER THAN Investments in a Subsidiary of
any Borrower that is not an Immaterial Subsidiary) and (e) Dispositions
of Property with an aggregate book value or fair market value
(whichever is greater) in any Fiscal Year not exceeding $15,000,000."
8. SECTION 6.10 - BORROWER FUNDED DEBT RATIO. Section
6.10 of the Loan Agreement is hereby amended to read in full as follows:
"6.10 BORROWER FUNDED DEBT RATIO. Permit the Borrowers Funded
Debt Ratio, as of the last day of any Fiscal Quarter ending after (a)
the Amendment Effective Date, to be greater than 2.50 to 1.00, or (b)
January 1, 2001, to be greater than 2.25:1.00.
9. SECTION 6.11 - MAINTENANCE CAPITAL EXPENDITURES.
Section 6.11 of the Loan Agreement is hereby amended to read in full as
follows (with the revised text indicated in italicized and underscored text
for the convenience of the reader):
"6.11 MAINTENANCE CAPITAL EXPENDITURES. Make, or become
legally obligated to make, any Maintenance Capital Expenditure in any
Fiscal Year if, giving effect thereto, the aggregate of all Maintenance
Capital Expenditures made by Borrowers in that Fiscal Year PLUS all
Maintenance Capital Expenditures made by Parent in that Fiscal Year
would exceed $40,000,000 for any Fiscal Year."
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10. SECTION 6.12 - EXPANSION CAPITAL EXPENDITURES.
Section 6.12 (b) of the Loan Agreement is hereby amended to read in full as
follows:
"(b) Make, or enter into any legally binding commitment to
make, any Expansion Capital Expenditure if the aggregate Expansion
Capital Expenditures reasonably anticipated with respect thereto will
exceed $25,000,000 without the prior written consent of the Majority
Lenders (and the Lenders agree to use their best efforts to respond to
any request by Borrowers to provide such consent within ten (10)
Banking Days after the date such request is made, but without any
implication that the failure of any Lender to respond within such
period shall be construed as consent) EXCEPT for the following
Expansion Capital Expenditures, which shall not require such consent:
(i) the Texas Expansion Project, PROVIDED that the
amount expended therefor does not exceed
$75,000,000;
(ii) the Sunset Expansion Project, PROVIDED that the
amount expended therefor does not exceed
$75,000,000; and
(iii) the Boulder Expansion Project, PROVIDED that the
amount expended therefor does not exceed
$75,000,000; and
(iv) the Santa Fe Expansion Project, PROVIDED that
the amount expended therefor does not exceed
$75,000,000; and
(v) the Reserve Expansion Project, PROVIDED that
the amount expended therefor does not exceed
$50,000,000; and
(vi) the Fiesta Expansion Project, PROVIDED that
the amount expended therefor does not exceed
$50,000,000.
11. CONSENT TO PAYMENTS UNDER SECTION 9.1.
Notwithstanding Section 9.1 of the Loan Agreement, the Administrative Agent
and the Lenders hereby consent to the repayment of all or any portion of
Parent's 10-l/8% senior subordinated notes due 2006 in an aggregate principal
amount not to exceed $198,000,000 (including any associated call premiums and
transactional expenses), PROVIDED that (a) such prepayment shall be made
prior to June 30, 2002, (b) giving pro forma effect to the making of such
payment as of the then most recent Fiscal Quarter for which a Compliance
Certificate is required to have been delivered, no Default or Event of
Default shall exist, and (c) as of the date of such prepayment, no Default or
Event of Default shall have occurred and remain continuing.
12. SECTION 9.5(c) - PERMITTED PREFERRED STOCK
DIVIDENTS. Section 9.5(c) of the Loan Agreement is hereby amended to read in
full as follows (with the revised text indicated in italicized and
underscored text for the convenience of the reader):
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"(c) scheduled dividends on Permitted Preferred Stock;
PROVIDED that (i) the face amount of such Permitted Preferred Stock
does not exceed $80,000,000 and (ii) no Default or Event of Default
then exists or would result therefrom;"
13. SECTION 9.12 - PARENT FUNDED DEBT RATIO. The matrix set
forth in Section 9.12 of the Loan Agreement is hereby amended so that the
maximum permissible Parent Funded Debt Ratio for each of the Fiscal Quarters
described below is as set forth opposite that Fiscal Quarter:
FISCAL QUARTERS ENDED MAXIMUM RATIO
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December 31, 2000 5.25 to1.00
through September 30, 2001
December 31, 2001 through
June 30, 2002 5.00 to 1.00
September 30, 2002 through
June 30, 2003 4.75 to 1.00
Thereafter 4.50 to 1.00.
14. SECTION 9.14(d)(i) - GREEN VALLEY INVESTMENT BASKET.
Section 9.14(d)(i) of the Loan Agreement is hereby amended to read in full as
follows (with the revised text indicated in italicized and underscored text
for the convenience of the reader):
"(i) the Green Valley Project, PROVIDED that the amount
expended therefor does not exceed $60,000,000 PLUS THE AMOUNT OF ANY
REQUIRED PAYMENTS UNDER THE GREEN VALLEY SUPPORT AGREEMENTS;"
15. CONDITIONS PRECEDENT TO AMENDMENT. The effectiveness
of this Amendment shall be conditioned upon receipt by the Administrative
Agent of all of the following:
(a) an amendment fee, for the ratable account of
the Lenders in accordance with their
respective Pro Rata Shares, of $571,125
(fifteen basis points times the prior
commitment of $380,750,000);
(b) Counterparts of this Amendment executed by all
parties hereto;
(c) Written consents of each of the Sibling
Guarantors to the execution, delivery and
performance hereof in the form of Exhibit A
to this Amendment;
(d) Written consent of the Lenders as required
under Section 14.2 of the Loan Agreement in
the form of Exhibit B to this Amendment; and
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(e) Such other assurances, certificates, documents,
consents or opinions as the Administrative Agent
or the Lenders reasonably may require.
16. 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.
17. 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.
18. CONFIRMATION. In all other respects, the terms of the
Loan Agreement and the other Loan Documents are hereby confirmed.
IN WITNESS WHEREOF, Parent, 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.
SUNSET STATION, INC.
SANTA FE STATION, INC.
ST. CHARLES RIVERFRONT STATION, INC.
KANSAS CITY STATION CORPORATION
By: /s/ GLENN C. CHRISTENSON
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Glenn C. Christenson,
Senior Vice President
STATION CASINOS, INC.
By: /s/ GLENN C. CHRISTENSON
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Glenn C. Christenson,
Executive Vice President
and Chief Financial Officer
BANK OF AMERICA, N.A.,
as Administrative Agent
By: /s/ JANICE HAMMOND
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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. 9 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: March 12, 2001
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
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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. 9 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: March 12, 2001
BANK OF AMERICA, N.A.
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[Name of Lender]
By: /s/ SCOTT L. FABER
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Name: Scott L. Faber
Title: Managing Director
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