AMENDMENT TO FORBEARANCE AGREEMENT WITHRESPECT TO STATION CASINOS, INC. 6% SENIOR NOTES DUE 2012 73/4%SENIOR NOTES DUE 2016 61/2%SENIOR SUBORDINATED NOTES DUE 2014 67/8%SENIOR SUBORDINATED NOTES DUE 2016 AND 65/8%SENIOR SUBORDINATED NOTES DUE 2018

Contract Categories: Business Finance - Note Agreements
EX-10.1 2 a09-10166_1ex10d1.htm EX-10.1

Exhibit 10.1

 

AMENDMENT TO

FORBEARANCE AGREEMENT WITH RESPECT TO
STATION CASINOS, INC.
6% SENIOR NOTES DUE 2012
7
3/4% SENIOR NOTES DUE 2016
6
1/2% SENIOR SUBORDINATED NOTES DUE 2014
6
7/8% SENIOR SUBORDINATED NOTES DUE 2016
AND
6
5/8% SENIOR SUBORDINATED NOTES DUE 2018

 

This AMENDMENT TO FORBEARANCE AGREEMENT (this “Amendment”) dated as of April 14, 2009, is entered into by and between Station Casinos, Inc., a Nevada corporation (the “Company”), and each holder (“Holder”) of Notes (as defined in the Forbearance Agreement) signatory hereto.

 

RECITALS

 

WHEREAS, the Company and each Holder are party to that certain Forbearance Agreement dated as of March 2, 2009 (as amended, modified and supplemented and in effect from time to time, the “Forbearance Agreement”), pursuant to which each Holder agreed to waive certain events of default and forbear from exercising certain rights and remedies with respect to the Specified Events of Default (as defined herein); and

 

WHEREAS, the Company and each Holder desire to make certain amendments to the Forbearance Agreement to include additional Specified Events of Default and extend the Forbearance Period.

 

NOW THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

 

AGREEMENT

 

Section 1.               Definitions.  Capitalized terms (including those used in the preamble and the recitals above) not otherwise defined herein shall have the meanings assigned to such terms in the Forbearance Agreement.

 

Section 2.               Amendments of the Forbearance Agreement.  Subject to Section 3 hereof, the Forbearance Agreement is hereby amended as follows:

 

(a)           Section 2 (Event of Default) is hereby deleted in its entirety and replaced with the following:

 



 

“2.           Event of Default.  The Company hereby acknowledges that each of (i) the failure by the Company to pay the interest due and payable under the 2014 Subordinated Notes on February 1, 2009 on or prior to March 3, 2009, (ii) the failure by the Company to pay the interest due and payable under the 2016 Senior Notes on February 15, 2009 on or prior to March 17, 2009, (iii) the failure by the Company to pay the interest due and payable under the 2016 Subordinated Notes on March 1, 2009 on or prior to March 31, 2009, (iv) the failure by the Company to pay the interest due and payable under the 2018 Subordinated Notes on March 15, 2009 on or prior to April 14, 2009, (v) the failure by the Company to pay the interest due and payable under the 2012 Senior Notes on April 1, 2009  on or before May 1, 2009, and (vi) any Event of Default arising as a result of the occurrence of a default under the Company’s Completion Guaranty dated October 7, 2007 arising by reason of a demand for performance by the Company thereunder or a cross default thereunder to the Credit Agreement for Aliante Gaming LLC dated October 7, 2007, will, in each case, constitute an Event of Default under the Indentures (the “Specified Events of Default”).”

 

(b)           Section 3 (Forbearance; Direction to Trustee) is hereby amended by deleting the words “April 15, 2009” appearing in the first sentence thereof and replacing them with “May 15, 2009.”

 

Section 3.               Effectiveness.  This Amendment shall only become effective if and when the Company and Holders shall have executed and delivered a counterpart to this Amendment.

 

Section 4.               Governing Law.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS AMENDMENT, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

 

Section 6.               Survival of the Agreement.  Except as expressly provided by this Amendment, the terms and conditions of the Forbearance Agreement shall remain in full force and effect.

 

[SIGNATURE PAGE FOLLOWS]

 



 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed all as of the date first written above.

 

 

 

 

STATION CASINOS, INC.

 

 

 

 

 

 

 

 

By:

 

 

 

Name: Thomas M. Friel

 

 

Title:   Executive Vice President, Chief Accounting

 

 

            Officer & Treasurer

 



 

AGREED AND ACKNOWLEDGED:

 

HOLDERS: