AMENDMENT NO. 6 TO AMENDED AND RESTATED
REDUCING REVOLVING LOAN AGREEMENT
This Amendment No. 6 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. ▇▇▇▇▇▇▇ 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 by Amendment No. 1 dated as of May 17, 1996, Waiver and Amendment dated
as of September 11, 1996, Amendment No. 3 dated as of January 21, 1997,
Amendment No. 4 dated as of March 21, 1997 and Amendment No. 5 dated as of May
20, 1997, 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 9.12. Section 9.12 of the Loan Agreement is amended by
deleting the table therein set forth and inserting the following table at that
place:
"Date or Period Ratio
--------------- -----
Amendment Effective Date
through December 31, 1996 4.75 to 1.00
March 31, 1997 5.00 to 1.00
June 30, 1997 5.75 to 1.00
September 30, 1997 5.85 to 1.00
December 31, 1997 and
March 31, 1998 5.75 to 1.00
June 30, 1998 5.00 to 1.00
September 30, 1998 4.75 to 1.00
December 31, 1998 4.50 to 1.00
March 31, 1999 and
June 30, 1999 4.25 to 1.00
September 30, 1999 4.00 to 1.00
December 31, 1999 and
thereafter 3.75 to 1.00"
2. CONDITIONS PRECEDENT. The effectiveness of this Amendment
shall be conditioned upon the receipt by the Managing Agent of the following
documents, 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
(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.
3. 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.
4. CONSENT OF PARENT. The execution of this Amendment by Parent
shall constitute its consent hereto in its capacity as guarantor under the
Parent Guaranty.
5. CONFIRMATION. In all respects, the terms of the Loan Agreement
(as amended hereby) and the other Loan Documents are hereby confirmed.
IN WITNESS WHEREOF, Borrowers and the Managing Agent have executed
this Amendment as of June 27, 1997 by their duly authorized representatives.
PALACE STATION HOTEL & CASINOS, INC.
BOULDER STATION, INC.
TEXAS STATION, INC.
ST. ▇▇▇▇▇▇▇ RIVERFRONT STATION, INC.
KANSAS CITY STATION CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Vice President and
Chief Financial Officer
STATION CASINOS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Executive Vice President and
Chief Financial Officer
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Managing Agent
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Vice President
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.
▇▇▇▇▇▇▇ 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.
6 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: June __, 1997
SOUTHWEST GAMING SERVICES, INC.
By:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Secretary
SOUTHWEST SERVICES, INC.
By:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Secretary
GREEN VALLEY STATION, INC.
By:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Vice President and Chief Financial
Officer
Exhibit B to Amendment
CONSENT OF BANK
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.
▇▇▇▇▇▇▇ 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").
The undersigned Bank hereby consents to the execution and delivery
of Amendment No. 6 to Amended and Restated Reducing Revolving Loan Agreement
by the Managing Agent on its behalf, substantially in the form of a draft
dated on or about June 19, 1997 presented to the undersigned Bank.
Dated: June__, 1997
_________________________________
[Name of Institution]
By: _________________________________
_________________________________
[Printed Name and Title]