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EXHIBIT 4.21
AMENDMENT NO. 7 TO AMENDED AND RESTATED
REDUCING REVOLVING LOAN AGREEMENT
This Amendment No. 7 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. Charles 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, 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 4.4. Section 4.4 of the Loan Agreement is amended by
revising the first sentence thereof to read as follows:
"None of Borrowers has any Subsidiaries, except that Kansas City
owns 100% of the outstanding capital stock of Station Casinos Kansas
City Restaurants, Inc."
2. Section 6.1. Section 6.1 of the Loan Agreement is amended by (a)
deleting the word "and" at the end of clause (d) thereof and inserting a comma
in its place, (b) deleting the period at the end of clause (e) thereof and
inserting the word "and" in its place and (c) adding a new clause (f) at the end
thereof to read as follows:
"(f) a Disposition of certain assets of Kansas City to its
Wholly-Owned Subsidiary, Station Casino Kansas City Restaurants,
Inc. ("SCKCRI"), consisting of licenses, equipment, inventory and
other assets related to the provision of alcoholic beverages and
related refreshments to patrons of Kansas City; provided that
concurrently therewith SCKCRI (i) acknowledges in writing that it is
a Restricted Subsidiary under this Agreement, (ii) executes and
delivers to the Managing Agent an
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instrument of joinder, in a form acceptable to the Managing Agent,
to the Sibling Guaranty and the Security Agreement and (iii)
provides the Managing Agent with such financing statements on Form
UCC-1 as the Managing Agent may reasonably request to assure that
the Lien created by the Security Agreement on the assets of SCKCRI
will, upon the filing thereof with the appropriate Governmental
Agency, be a first priority perfected Lien."
3. Section 9.5. Section 9.5 of the Loan Agreement is amended by (a)
deleting the word "and" after clause (c) thereof, (b) adding the word "and"
after clause (d) thereof and (c) inserting a new clause (e) at that place to
read as follows:
"(e) Distributions consisting of (i) a dividend to holders of
Common Stock comprised of the right to purchase one or more shares
or fractions of a share of preferred stock of Parent, which right
to purchase is exercisable under certain circumstances involving
specified hostile takeover events relating to Parent and (ii) the
repurchase or redemption of such rights to purchase for a
repurchase or redemption price not exceeding the amount provided
for in the articles of incorporation of Parent."
4. Conditions Precedent. The effectiveness of this Amendment shall be
conditioned upon the receipt by the Managing Agent of all of the following, each
properly executed by a Responsible Official of each party thereto and dated as
of the date hereof:
a. Counterparts of this Amendment executed by all parties hereto;
b. 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
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c. 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.
5. 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.
6. Consent of Parent. The execution of this Amendment by Parent shall
constitute its consent hereto in its capacity as guarantor under the Parent
Guaranty.
7. Confirmation. In all other respects, the terms of the Loan
Agreement and the other Loan Documents are hereby confirmed.
IN WITNESS WHEREOF, Borrowers and the Managing Agent have executed this
Amendment as of August 29, 1997 by their duly authorized representatives.
PALACE STATION HOTEL & CASINOS, INC.
BOULDER STATION, INC.
TEXAS STATION, INC.
ST. CHARLES RIVERFRONT STATION, INC.
KANSAS CITY STATION CORPORATION
By: /s/ GLENN C. CHRISTENSON
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Glenn C. Christenson
Vice President and
Chief Financial Officer
STATION CASINOS, INC.
By: /s/ GLENN C. CHRISTENSON
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Glenn C. Christenson
Executive Vice President and
Chief Financial Officer
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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 NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Managing 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 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. Charles
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. 7 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: August 29, 1997
GREEN VALLEY STATION, INC. SOUTHWEST GAMING SERVICES, INC.
By: /s/ GLENN C. CHRISTENSON By: /s/ BLAKE L. SARTINI
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GLENN C. CHRISTENSON VP CFO BLAKE L. SARTINI, Secretary
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[Printed Name and Title] [Printed Name and Title]
SOUTHWEST SERVICES, INC.
By: /s/ BLAKE L. SARTINI
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BLAKE L. SARTINI, Secretary
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[Printed Name and Title]
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