EXHIBIT 4.18
AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED
REDUCING REVOLVING LOAN AGREEMENT
Reference is hereby made to that certain Third Amended and Restated
Reducing Revolving Loan Agreement dated as of August 25, 1999 among Palace
Station Hotel & Casino, Inc., Boulder Station, Inc., Texas Station, Inc., St.
▇▇▇▇▇▇▇ 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 such Loan Agreement), the Lenders party thereto, Societe Generale, as
Documentation Agent, Bank of Scotland, as Co-Agent, and Bank of America, N.A.,
as Administrative Agent (the "Administrative 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 Administrative Agent, acting with the consent
of all of the Lenders 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 by (a) striking the words "Parent Leverage Ratio" where they appear
in the second line and in the tabular caption within the definition of
"Applicable Pricing Level," (b) substituting in place of such words in both
such places in the definition of "Applicable Pricing Level" the words "Parent
Funded Debt Ratio" and (c) deleting the definition of "Parent Leverage Ratio"
in its entirety.
2. AMENDMENT TO SECTION 1.1. Section 1.1 of the Loan Agreement is
further amended by revising the definitions of "Annualized Adjusted EBITDA",
"Reduction Amount" and "Reduction Date" to read, respectively, as follows:
"ANNUALIZED ADJUSTED EBITDA" means (a) with respect to Parent
or Borrowers and with respect to any fiscal period ending
during the period from December 31, 1999 through and including
June 30, 2000, the SUM OF (i) the Adjusted EBITDA of Parent or
Borrowers (as applicable) for that fiscal period EXCLUDING
Adjusted EBITDA of Sunset for that fiscal period PLUS (ii) the
Sunset Annualization Amount for that fiscal period and (b)
with respect to Parent or Borrower and with respect to any
fiscal period ending after June 30, 2000, the Adjusted EBITDA
of Parent and Borrowers (as applicable) for that fiscal
period. "REDUCTION AMOUNT" means, with respect to each
Reduction Date, the amount set forth below opposite such
Reduction Date:
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Reduction Date Amount
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September 30, 1999 $ 7,000,000
December 31, 1999 $12,250,000
March 31, 2001
and June 30, 2001 $14,000,000
September 30, 2001
through September 30, 2002 $17,500,000
December 31, 2002
through September 30, 2003 $30,625,000
"REDUCTION DATE" means (a) September 30, 1999, (b) December
31, 1999 and (c) March 1, 2001 and each Quarterly Payment Date
thereafter.
3. AMENDMENT TO SECTION 1.1. Section 1.1 of the Loan Agreement is
further amended by (a) deleting the definition of "Annualization Amount"
therein contained and (b) adding the following new definition at the
appropriate alphabetical place:
"SUNSET ANNUALIZATION AMOUNT" means (a) for the fiscal period
consisting of the four (4) Fiscal Quarters ending December 31,
1999, the Adjusted EBITDA of Sunset for the Fiscal Quarter
then ended MULTIPLIED BY four (4), (b) for the fiscal period
consisting of the four (4) Fiscal Quarters ending March 31,
2000, the Adjusted EBITDA of Sunset for the two (2) Fiscal
Quarters then ended MULTIPLIED BY two (2) and (c) for the
fiscal period consisting of the four (4) Fiscal Quarters
ending June 30, 2000, the Adjusted EBITDA of Sunset for the
three (3) Fiscal Quarters then ended MULTIPLIED BY four thirds
(4/3).
4. WAIVER OF SECTION 6.1. Section 6.1 of the Loan Agreement is hereby
waived as respects its application to the Disposition of the vessel now
located at St. ▇▇▇▇▇▇▇, Missouri known as "Station Casino Belle"; PROVIDED
that such Disposition is to a Person that is not an Affiliate of Parent.
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5. AMENDMENT OF SECTION 6.7. Section 6.7 of the Loan Agreement is
amended by revising clause (c) thereof to read as follows:
(c) Indebtedness under the Term Loan Agreement or Indebtedness
that refinances in its entirety such Indebtedness; PROVIDED
that (i) the principal amount of such refinancing Indebtedness
does not exceed the principal amount then outstanding under
the Term Loan Agreement, (ii) all Indebtedness under the Term
Loan Agreement is retired concurrently with the incurrence of
such refinancing Indebtedness, (iii) the average scheduled
life of such refinancing Indebtedness is at least one (1) year
beyond the average remaining scheduled life of the
Indebtedness under the Term Loan Agreement and (iv) such
refinancing Indebtedness is not secured by a Lien on any
assets of any Borrower or of Parent or any of the Restricted
Subsidiaries.
6. AMENDMENT OF SECTION 9.5. Section 9.5 of the Loan Agreement is
amended by (a) striking the amount "$50,000,000" in the fourth line of clause
(e) thereof and (b) such Indebtedness; PROVIDED that (i) the principal amount
of such refinancing Indebtedness does not exceed the principal amount then
outstanding under the Term Loan Agreement, (ii) the Indebtedness under the
Term Loan Agreement is retired concurrently with the incurrence of such
refinancing Indebtedness, (iii) the average scheduled life of such
refinancing Indebtedness is at least one (1) year beyond the average
remaining scheduled life of the Indebtedness under the Term Loan Agreement
and (iv) such refinancing Indebtedness is not secured by a Lien on any assets
of any Borrower or of Parent or any of the Restricted Subsidiaries.
7. AMENDMENT TO SECTION 9.14. Section 9.14 of the Loan Agreement is
amended by (a striking the amount "$15,000,000" in clause (d) (iii) thereof
and (b) substituting in place of such amount the amount "$25,000,000."
8. AMENDMENT TO SECTION 10.1. Section 10.1 of the Loan Agreement is
amended by (a) striking the words "Parent Leverage Ratio" where they appear
in lines 3 and 8 of clause (c) thereof and (b) substituting in place of such
words the words "Parent Funded Debt Ratio."
9. AMENDMENT OF EXHIBITS. EXHIBIT B (Compliance Certificate) and EXHIBIT
J (Pricing Certificate) are hereby amended to conform to the foregoing
amendments, in such forms as are mutually acceptable to the Administrative
Agent and Borrowers.
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10. 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 in the form of
EXHIBIT A to this Amendment;
(c) Written consent of all of the Lenders as required under
Section 14.2 of the Loan Agreement in the form of EXHIBIT B to
this Amendment; and
(d) Such other assurances, certificates, documents, consents or
opinions as the Administrative Agent or the Lenders reasonably
may require.
11. REPRESENTATIONS AND WARRANTIES. Borrowers hereby represent and
warrant that no Default or Event of Default has occurred and remains
continuing.
12. 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.
13. CONFIRMATION. In all other respects, the terms of the Loan Agreement
and the other Loan Documents are hereby confirmed.
14. IN WITNESS WHEREOF, Borrowers and the Administrative Agent have
executed this Amendment as of January 25, 2000 by their duly authorized
representatives.
PALACE STATION HOTEL & CASINOS, INC.
BOULDER STATION, INC.
TEXAS STATION, INC.
ST. ▇▇▇▇▇▇▇ RIVERFRONT STATION, INC.
KANSAS CITY STATION CORPORATION
SUNSET STATION, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Senior Vice President
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STATION CASINOS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Executive Vice President and
Chief Financial Officer
BANK OF AMERICA, N.A., as
Administrative Agent
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Vice President
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Exhibit A to Amendment
CONSENT OF SIBLING GUARANTORS
Reference is hereby made to that certain Third Amended and Restated
Reducing Revolving Loan Agreement dated as of August 25, 1999 among Palace
Station Hotel & Casino, Inc., Boulder Station, Inc., Texas Station, Inc., St.
▇▇▇▇▇▇▇ Riverfront, Inc., Kansas City Station Corporation and Sunset Station
(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)), the Lenders party thereto, Societe Generale, as
Documentation Agent, Bank of Scotland, as Co-Agent, and Bank of America, N.A.,
as Administrative Agent, (as heretofore amended, 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. 2 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: January 25, 2000
GREEN VALLEY STATION, INC. SOUTHWEST GAMING SERVICES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President and Secretary
Chief Financial Officer
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TROPICANA STATION, INC. SOUTHWEST SERVICES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President Secretary
SUNSET STATION LEASING COMPANY, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Senior Vice President
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Exhibit B to Amendment
CONSENT OF LENDER
Reference is hereby made to that certain Third Amended and Restated
Reducing Revolving Loan Agreement dated as of August 25, 1999 among Palace
Station Hotel & Casino, Inc., Boulder Station, Inc., Texas Station, Inc., St.
▇▇▇▇▇▇▇ Riverfront, Inc., Kansas City Station Corporation and Sunset Station
(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)), the Lenders party thereto, Societe Generale, as
Documentation Agent, Bank of Scotland, as Co-Agent, and Bank of America, N.A.,
as Administrative Agent, (as heretofore amended, 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. 2 to Third Amended and Restated Reducing Revolving Loan Agreement,
by the Administrative Agent on its behalf, substantially in the form of the most
recent draft presented to the undersigned Lender.
Dated:
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[Printed Name of Lender]
By:
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[Printed Name and Title]
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