AMENDMENT NO. 3 TO AMENDED AND RESTATED
REDUCING REVOLVING LOAN AGREEMENT
This Amendment No. 3 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 and Waiver and Amendment
dated as of September 11, 1996, 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. AMENDMENT TO SECTION 1.1. Section 1.1 of the Loan Agreement is
amended to revise the definition of "Annualized Adjusted EBITDA" by deleting the
period at the end thereof and adding the following at that place:
"; PROVIDED, however, that notwithstanding the foregoing
Adjusted EBITDA of the Kansas City Project for the Fiscal
Quarter ending March 31, 1997 shall be treated as Annualized
Adjusted EBITDA by (i) multiplying that Project's Adjusted
EBITDA for that Fiscal Quarter by a fraction the numerator
of which is 90 and denominator of which is the number of
days in that Fiscal Quarter which that Project has been open
for business and (ii) multiplying the result obtained by
four."
2. 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
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 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 January 21, 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. 3 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: January __, 1997
SOUTHWEST GAMING SERVICES, INC.
By: _________________________________
_________________________________
[Printed Name and Title]
SOUTHWEST SERVICES, INC.
By: _________________________________
_________________________________
[Printed Name and Title]
GREEN VALLEY STATION, INC.
By: _________________________________
_________________________________
[Printed Name and Title]
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. 3 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 January __, 1997 presented to the undersigned Bank.
Dated: January __, 1997
_________________________________
[Name of Institution]
By: _________________________________
_________________________________
[Printed Name and Title]