EXHIBIT 4.2
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED
REDUCING REVOLVING AND TERM LOAN AGREEMENT
This Amendment No. 1 to Second Amended and Restated Reducing Revolving
and Term Loan Agreement (this "Amendment") dated as of November 30, 1998,
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)), and Bank
of America National Trust and Savings Association, as Administrative Agent
(the "Administrative Agent"), is entered into with reference to the Second
Amended and Restated Reducing Revolving and Term Loan Agreement dated as of
November 6, 1998, among Borrowers, Parent, the Lenders party thereto, Societe
Generale, as Documentation Agent, Bank of Scotland, as Co-Agent, and the
Administrative Agent (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 Administrative Agent, acting with the consent
of the Requisite Lenders pursuant to Section 14.2 of the Loan Agreement,
agree as follows:
1. SECTION 9.11. Section 9.11 of the Loan Agreement is amended by
striking the figures "$288,000,000" in clause (a) thereof and substituting in
their place the figures "$265,000,000."
2. CONDITIONS PRECEDENT. The effectiveness of this Amendment shall be
conditioned upon receipt by the Administrative 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 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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(d) Such other assurances, certificates, documents, consents or
opinions as the Administrative Agent or the Requisite Lenders
reasonably may require.
3. REPRESENTATIONS AND WARRANTIES. Borrowers hereby represent and
warrant that no Default or Event of Default has occurred and remains
continuing.
4. 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.
5. 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 Administrative 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.
SUNSET STATION, INC.
By: /s/ GLENN C. CHRISTENSON
-----------------------------------------
Glenn C. Christenson
Senior Vice President
ST. CHARLES RIVERFRONT STATION, INC.
KANSAS CITY STATION CORPORATION
By: /s/ GLENN C. CHRISTENSON
-----------------------------------------
Glenn C. Christenson
Vice President
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STATION CASINOS, INC.
By: /s/ GLENN C. CHRISTENSON
-----------------------------------------
Glenn C. Christenson
Executive Vice President and
Chief Financial Officer
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Administrative
Agent
By: /s/ JANICE HAMMOND
-----------------------------------------
Janice Hammond
Vice President
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Exhibit A to Amendment
CONSENT OF SIBLING GUARANTORS
Reference is hereby made to that Second Amended and Restated Reducing
Revolving and Term Loan Agreement dated as of November 6, 1998, 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)), and Bank of
America National Trust and Savings Association, as Administrative Agent (the
"Administrative Agent"), (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. 1 to the Loan Agreement.
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: November 30, 1998
GREEN VALLEY STATION, INC. SOUTHWEST GAMING SERVICES, INC.
By: /s/ GLENN C. CHRISTENSON By: /s/ BLAKE L. SARTINI
------------------------------- ----------------------------------
Glenn C. Christenson Blake L. Sartini
Vice President and Secretary
Chief Financial Officer
SOUTHWEST SERVICES, INC.
By: /s/ BLAKE L. SARTINI
-----------------------------------
Blake L. Sartini
Secretary
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Exhibit B to Amendment
CONSENT OF LENDERS
Reference is hereby made to that Second Amended and Restated Reducing
Revolving and Term Loan Agreement dated as of November 6, 1998, 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)), and Bank of
America National Trust and Savings Association, as Administrative Agent (the
"Administrative Agent"), (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. 1 to Second Amended and Restated Reducing Revolving and Term
Loan Agreement by the Administrative Agent on its behalf substantially in the
form of the most recent draft presented to the undersigned Lender.
Dated: November 30, 1998
/s/ BANK OF AMERICA
----------------------------------------
[Name of Institution]
By: /s/ SCOTT L. FABER
-------------------------------------
SCOTT L. FABER, V.P.
-------------------------------------
[Printed Name and Title]
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Exhibit B to Amendment
CONSENT OF LENDERS
Reference is hereby made to that Second Amended and Restated Reducing
Revolving and Term Loan Agreement dated as of November 6, 1998, 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)), and Bank of
America National Trust and Savings Association, as Administrative Agent (the
"Administrative Agent"), (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. 1 to Second Amended and Restated Reducing Revolving and Term
Loan Agreement by the Administrative Agent on its behalf substantially in the
form of the most recent draft presented to the undersigned Lender.
Dated: November 30, 1998
/s/ ABN AMRO BANK, N.V.
----------------------------------------
[Name of Institution]
By: /s/ CORRINA FONG
-------------------------------------
Corrina Fong
Credit Officer
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Exhibit B to Amendment
CONSENT OF LENDERS
Reference is hereby made to that Second Amended and Restated Reducing
Revolving and Term Loan Agreement dated as of November 6, 1998, 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)), and Bank of
America National Trust and Savings Association, as Administrative Agent (the
"Administrative Agent"), (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. 1 to Second Amended and Restated Reducing Revolving and Term
Loan Agreement by the Administrative Agent on its behalf substantially in the
form of the most recent draft presented to the undersigned Lender.
Dated: November 30, 1998
BANKBOSTON, N.A.
----------------------------------------
[Name of Institution]
By: /s/ ROBERT F. MILORDI
-------------------------------------
Robert F. Milordi
Managing Director
-------------------------------------
[Printed Name and Title]
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Exhibit B to Amendment
CONSENT OF LENDERS
Reference is hereby made to that Second Amended and Restated Reducing
Revolving and Term Loan Agreement dated as of November 6, 1998, 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)), and Bank of
America National Trust and Savings Association, as Administrative Agent (the
"Administrative Agent"), (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. 1 to Second Amended and Restated Reducing Revolving and Term
Loan Agreement by the Administrative Agent on its behalf substantially in the
form of the most recent draft presented to the undersigned Lender.
Dated: November 30, 1998
BANK OF SCOTLAND
----------------------------------------
[Name of Institution]
By: /s/ ANNIE CHIN TAT
-------------------------------------
Annie Chin Tat
Senior Vice President
-------------------------------------
[Printed Name and Title]
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Exhibit B to Amendment
CONSENT OF LENDERS
Reference is hereby made to that Second Amended and Restated Reducing
Revolving and Term Loan Agreement dated as of November 6, 1998, 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)), and Bank of
America National Trust and Savings Association, as Administrative Agent (the
"Administrative Agent"), (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. 1 to Second Amended and Restated Reducing Revolving and Term
Loan Agreement by the Administrative Agent on its behalf substantially in the
form of the most recent draft presented to the undersigned Lender.
Dated: November 30, 1998
CIBC Inc.
------------------------------------------
[Name of Institution]
By: /s/ DEAN J. DECKER
--------------------------------------
Dean Decker
Executive Director
------------------------------------------
CIBC Oppenheimer Corp., AS AGENT
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Exhibit B to Amendment
CONSENT OF LENDERS
Reference is hereby made to that Second Amended and Restated Reducing
Revolving and Term Loan Agreement dated as of November 6, 1998, 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)), and Bank of
America National Trust and Savings Association, as Administrative Agent (the
"Administrative Agent"), (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. 1 to Second Amended and Restated Reducing Revolving and Term
Loan Agreement by the Administrative Agent on its behalf substantially in the
form of the most recent draft presented to the undersigned Lender.
Dated: November 30, 1998
THE FIRST NATIONAL BANK OF CHICAGO
------------------------------------------
[Name of Institution]
By: /s/ MARK A. ISLEY
--------------------------------------
Mark A. Isley
First Vice President
------------------------------------------
[Printed Name and Title]
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Exhibit B to Amendment
CONSENT OF LENDERS
Reference is hereby made to that Second Amended and Restated Reducing
Revolving and Term Loan Agreement dated as of November 6, 1998, 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)), and Bank of
America National Trust and Savings Association, as Administrative Agent (the
"Administrative Agent"), (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. 1 to Second Amended and Restated Reducing Revolving and Term
Loan Agreement by the Administrative Agent on its behalf substantially in the
form of the most recent draft presented to the undersigned Lender.
Dated: November 30, 1998
/s/ FIRST SECURITY BANK, N.A.
----------------------------------------
[Name of Institution]
By: /s/ DAVID P. WILLIAMS
-------------------------------------
David P. Williams, Vice President
-------------------------------------
[Printed Name and Title]
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Exhibit B to Amendment
CONSENT OF LENDERS
Reference is hereby made to that Second Amended and Restated Reducing
Revolving and Term Loan Agreement dated as of November 6, 1998, 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)), and Bank of
America National Trust and Savings Association, as Administrative Agent (the
"Administrative Agent"), (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. 1 to Second Amended and Restated Reducing Revolving and Term
Loan Agreement by the Administrative Agent on its behalf substantially in the
form of the most recent draft presented to the undersigned Lender.
Dated: November 30, 1998
Foothill Income Trust, L.P.
---------------------------------
[Name of Institution]
By: Fit GP, LLC its General Partner
By: /s/ Dennis R. Ascher
------------------------------
Managing Member
---------------------------------
[Printed Name and Title]
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Exhibit B to Amendment
CONSENT OF LENDERS
Reference is hereby made to that Second Amended and Restated Reducing
Revolving and Term Loan Agreement dated as of November 6, 1998, 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)), and Bank of
America National Trust and Savings Association, as Administrative Agent (the
"Administrative Agent"), (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. 1 to Second Amended and Restated Reducing Revolving and Term
Loan Agreement by the Administrative Agent on its behalf substantially in the
form of the most recent draft presented to the undersigned Lender.
Dated: November 30, 1998
Indosuez Capital as Portfolio Advisor
for
Indosuez Capital Funding II A Ltd
Indosuez Capital Funding III Ltd
Indosuez Capital Funding IV L.P.
--------------------------------------
[Name of Institution]
By: /s/ F. BERTHELOT
------------------------------
F. Berthelot, V.P.
---------------------------------
[Printed Name and Title]
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Exhibit B to Amendment
CONSENT OF LENDERS
Reference is hereby made to that Second Amended and Restated Reducing
Revolving and Term Loan Agreement dated as of November 6, 1998, 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)), and Bank of
America National Trust and Savings Association, as Administrative Agent (the
"Administrative Agent"), (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. 1 to Second Amended and Restated Reducing Revolving and Term
Loan Agreement by the Administrative Agent on its behalf substantially in the
form of the most recent draft presented to the undersigned Lender.
Dated: November 30, 1998
ML CLO XX PILGRIM (CAYMAN) LTD.
--------------------------------------
[Name of Institution]
By: Pilgrim Investments, Inc.
as its Investment Manager
By: /s/ DANIEL A. NORMAN
------------------------------
Daniel A. Norman
Senior Vice President
---------------------------------
[Printed Name and Title]
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Exhibit B to Amendment
CONSENT OF LENDERS
Reference is hereby made to that Second Amended and Restated Reducing
Revolving and Term Loan Agreement dated as of November 6, 1998, 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)), and Bank of
America National Trust and Savings Association, as Administrative Agent (the
"Administrative Agent"), (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. 1 to Second Amended and Restated Reducing Revolving and Term
Loan Agreement by the Administrative Agent on its behalf substantially in the
form of the most recent draft presented to the undersigned Lender.
Dated: November 30, 1998
PILGRIM PRIME RATE TRUST
--------------------------------------
[Name of Institution]
By: Pilgrim Investments, Inc.
as its Investment Manager
By: /s/ DANIEL A. NORMAN
------------------------------
Daniel A. Norman
Senior Vice President
---------------------------------
[Printed Name and Title]
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Exhibit B to Amendment
CONSENT OF LENDERS
Reference is hereby made to that Second Amended and Restated Reducing
Revolving and Term Loan Agreement dated as of November 6, 1998, 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)), and Bank of
America National Trust and Savings Association, as Administrative Agent (the
"Administrative Agent"), 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. 1 to Second Amended and Restated Reducing Revolving and Term
Loan Agreement by the Administrative Agent on its behalf substantially in the
form of the most recent draft presented to the undersigned Lender.
Dated: November 30, 1998
Societe Generale
-----------------------------------
[Name of Institution]
By: /s/ MAUREEN E. KELLY
--------------------------------
Maureen E. Kelly
Director
-----------------------------------
[Printed Name and Title]
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Exhibit B to Amendment
CONSENT OF LENDERS
Reference is hereby made to that Second Amended and Restated Reducing
Revolving and Term Loan Agreement dated as of November 6, 1998, 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)), and Bank of
America National Trust and Savings Association, as Administrative Agent (the
"Administrative Agent"), 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. 1 to Second Amended and Restated Reducing Revolving and Term
Loan Agreement by the Administrative Agent on its behalf substantially in the
form of the most recent draft presented to the undersigned Lender.
Dated: November 30, 1998
Wells Fargo Bank N.A.
-----------------------------------
[Name of Institution]
By: /s/ PHIL HORRELL
--------------------------------
Phil Horrell, Vice President and
Regional Credit Administrator
---------------------------------
[Printed Name and Title]
(for Kathleen S. Stone, Vice President)
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