AMENDMENT NO. 10 TO AMENDED AND RESTATED
REDUCING REVOLVING LOAN AGREEMENT
This Amendment No. 10 to Amended and Restated Reducing Revolving Loan Agreement
(the "Amendment") dated as of August 28, 1998, among Palace Station Hotel &
Casino, Inc., Boulder Station, Inc., Texas Station, Inc., St. Charles Riverfront
Station, Inc., Kansas City Station Corporation (collectively, the "Original
Borrowers") and Sunset Station, 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 National Trust and Savings Association, as
Managing Agent (the "Managing Agent"), is entered into with reference to the
Amended and Restated Reducing Revolving Loan Agreement, dated as of March 19,
1996, among the Original Borrowers, Parent, the Banks party thereto, Bank of
Scotland and Societe Generale, as Co-Agents, and the 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 1.1. Section 1.1 of the Loan Agreement is amended to add
the following definition:
"SUPPLEMENTAL LOAN AGREEMENT" means the revolving supplemental loan
agreement covering the Indebtedness permitted by Section 6.7(g).
2. SECTION 6.6. Section 6.6 of the Loan Agreement is amended by
(i) striking the word "and" at the end of clause (e) thereof, (ii) striking the
period at the end of clause (f) thereof, (iii) inserting "; and" at the end of
clause (f) thereof and (iv) adding a new clause (g) to read as follows:
(g) Liens and Negative Pledges that are pari-passu with the Liens and
Negative Pledges under the Loan Documents securing Indebtedness permitted
by Section 6.7(g); provided that the lenders extending such Indebtedness to
Borrowers have concurrently entered into an intercreditor agreement with
the Managing Agent which preserves to the Managing Agent control of any
enforcement of the Collateral Documents and which is otherwise in form and
substance acceptable to the Managing Agent.
3. SECTION 6.7. Section 6.7 of the Loan Agreement is amended by
adding the following proviso at the end of clause (e) thereof after the word
"request".
AND PROVIDED FURTHER that Indebtedness is incurred under this
Agreement or incurred under the Supplemental Loan Agreement shall not be
deemed for purposes of this clause (e) to have been incurred to finance the
purchase or construction of capital assets or to have refinanced any such
Indebtedness.
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4. SECTION 6.7. Section 6.7 of the Loan Agreement is further
amended by (i) striking the word "and" at the end of clause (e) thereof,
(ii) striking the period at the end of clause (f) thereof, (iii) inserting
"; and" at the end of clause (f) thereof and (iv) adding a new clause (g) to
read as follows:
(g) Indebtedness not in excess of $80,000,000 incurred as a
supplemental revolving credit facility having a maturity date not later
than March 31, 1999; PROVIDED that concurrently therewith all Indebtedness
of Borrowers under that certain Master Revolving Promissory Note dated as
of June 30, 1998 between Borrowers and Bank of America Nevada shall be paid
in full and such Agreement shall be terminated.
5. SECTION 9.8. Section 9.8 of the Loan Agreement is amended by
(i) striking the word "and" at the end of clause (e) thereof, (ii) inserting the
word "and" at the end of clause (f) thereof and (iv) adding a new clause (g) to
read as follows:
(g) Liens and Negative Pledges that are pari-passu with the Liens and
Negative Pledges under the Loan Documents securing Indebtedness permitted
by SECTION 6.7(g); PROVIDED that the lenders extending such Indebtedness to
Borrowers have concurrently entered into an intercreditor agreement with
the Managing Agent which preserves to the Managing Agent control of any
enforcement of the Collateral Documents and which is otherwise in form and
substance acceptable to the Managing Agent.
6. SECTION 9.9. Section 9.9 of the Loan Agreement is amended by
(i) deleting "; and" at the end of clause (i) thereof, (ii) deleting the period
at the end of clause (j) thereof, (iii) inserting "; and" at the end of
clause (j) thereof and (iv) adding a new clause (k) as follows:
(k) a Guaranty Obligation with respect to the Indebtedness permitted
by Section 6.7(g).
7. CONDITIONS PRECEDENT. The effectiveness of this Amendment shall
be conditioned upon receipt by the Managing Agent of all of the following:
(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;
(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;
(d) An amendment fee equal to .10% (10 basis points) TIMES the
Pro-Rata Share of each of the Banks (OTHER THAN Bank of America
NT & SA, Bank of Scotland and Societe Generale) for the pro-rata
account of such Banks; and
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(e) Such other assurances, certificates, documents, consents or
opinions as the Managing Agent or the Requisite Banks reasonably
may require.
8. COPY OF SUPPLEMENTAL LOAN AGREEMENT. Borrowers hereby agree to
provide true copies of the Supplemental Loan Agreement to the Managing Agent
promptly after entering the same for distribution to the Banks.
9. REPRESENTATIONS AND WARRANTIES. Borrowers hereby represent and
warrant 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, in its capacity as guarantor under the Parent
Guaranty, to this Amendment.
11. CONFIRMATION. In all other respects, the terms of the Loan
Agreement and the other Loan Documents are hereby confirmed.
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IN WITNESS WHEREOF, Borrowers and the Managing Agent have executed this
Amendment as of the date first above written 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
SUNSET STATION, INC.
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
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Managing Agent
By: /s/ Janice Hammond
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Janice Hammond
Vice President