Exhibit 10.1


 


FORBEARANCE
AGREEMENT WITH RESPECT 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


 


THIS FORBEARANCE AGREEMENT, dated as of March 2,
2009 (the “Forbearance Agreement”), is between Station Casinos, Inc.,
a Nevada corporation (the “Company”), and each holder (“Holder”)
of Notes (as defined below) signatory hereto.


 


WITNESSETH:


 


WHEREAS, the Company and Law Debenture Trust Company of
New York, a New York banking corporation, as trustee (the “Trustee”),
entered into that certain Indenture dated as of March 17, 2004 (the “2012
Senior Notes Indenture”) with respect to the issuance of the Company’s 6%
Senior Notes due 2012 (the “2012 Senior Notes”), Indenture dated as of August 1,
2006 (the “2016 Senior Notes Indenture”) with respect to the issuance of
the Company’s 73/4% Senior Notes due 2016 (the “2016
Senior Notes”), Indenture dated as of January 29, 2004 (the “2014
Subordinated Notes Indenture”) with respect to the issuance of the Company’s
61/2% Senior Subordinated Notes due 2014 (the “2014 Subordinated Notes”),
Indenture dated as of February 27, 2004 (the “2016 Subordinated Notes
Indenture”) with respect to the issuance of the Company’s 67/8% Senior
Subordinated Notes due 2016 (the “2016 Subordinated Notes”), and
Indenture dated as of March 13, 2006 (the “2018 Subordinated Notes
Indenture” and together with the 2012 Senior Notes Indenture, the 2016
Senior Notes Indenture, the 2014 Subordinated Notes Indenture and the 2016
Subordinated Notes Indenture, the “Indentures”) with respect to the
issuance of the Company’s 65/8% Senior Subordinated Notes due 2018 (the “2018 Subordinated
Notes” and together with the 2012 Senior Notes, 2016 Senior Notes, the 2014
Subordinated Notes and the 2016 Subordinated Notes, the “Notes”);


 


WHEREAS, as more fully set forth herein, a Default has
occurred under the Indentures and certain additional Defaults and Events of
Default may occur during the term of this Forbearance Agreement; and


 


WHEREAS, as of even date herewith the Company is entering
into a forbearance agreement (the “Bank Forbearance Agreement”), with
the lenders (the “Lenders”) under that certain Credit Agreement (the “Credit
Agreement”), dated as of November 7, 2007;


 


NOW, THEREFORE, for valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and subject to the
fulfillment of the conditions set forth below, the parties hereto agree as
follows:


 


1.                                       Incorporation of Terms and Definitions.  Unless otherwise defined herein, all terms
used in this Forbearance Agreement shall have the meanings ascribed to such
terms in the 


 

















 


Indentures; and all
references hereinafter made to the Indentures shall include the terms and
conditions effected by this Forbearance Agreement.


 


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 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 to pay the
interest due and payable under the 2016 Subordinated Notes on March 1,
2009 on or prior to March 31, 2009, and (iv) 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
constitute an Event of Default under the Indentures (the “Specified Events
of Default”).


 


3.                                       Forbearance; Direction to Trustee.  Each Holder hereto agrees to (x) waive
each Specified Event of Default during the Forbearance Period (as defined
below) and (y) forbear, and directs the Trustee to forbear, from
exercising its rights or remedies permitted to be taken by it under the Indentures,
the Notes or applicable law (including, without limitation, the demand for
immediate payment of interest on any overdue payment of interest, the
acceleration of the amounts outstanding under the Indentures and the Notes,
enforcement and collection actions (including set-off, counterclaim and
recoupment) and the commencement of or joining in with the commencement of an
involuntary case under applicable Bankruptcy Law or state laws) as a result of
or with respect to each Specified Event of Default occurring or continuing
during the Forbearance Period, in the case of each of (x) and (y) for
the period of time (the “Forbearance Period”) commencing on the date
hereof and ending on the earlier of (i) April 15, 2009, and (ii) the
date upon which this Forbearance Agreement terminates pursuant to Section 6
below (such earlier date, the “Forbearance Termination Date”).  Each Holder hereto agrees to request, and
hereby does request, that the Trustee rescind any acceleration of the amounts
outstanding under the Indentures and the Notes that may be declared by the
Trustee as a result of any Specified Event of Default occurring or continuing
during the Forbearance Period.  Each
Holder shall, if necessary to facilitate the terms of this Forbearance
Agreement and to the extent such Holder is not the registered holder of the
Notes it beneficially owns, instruct the registered holder thereof to comply
with the terms of this Forbearance Agreement, including directing the
registered noteholder to instruct the Trustee to forbear from exercising any
rights and remedies as provided above and to the extent such holder is not the
registered holder of the Notes it beneficially holds, to instruct the
registered holder thereof to comply with the terms of the Forbearance Agreement.


 


4.                                       Ratification.  The Indentures and the other related and
ancillary documents remain in full force and effect and are hereby ratified and
affirmed in all respects.  The Company
hereby reaffirms and admits the validity and enforceability of the Indentures and
the other related and ancillary documents.


 


5.                                       Events of Termination. 
For purposes hereof, the term “Termination Event” shall mean the
existence of any of the following:


 


(a)          the
termination of the Bank Forbearance Agreement or the acceleration of the maturity
of any obligations under the Credit Agreement;


 

















 


(b)         the
occurrence of any Event of Default under the Indentures or the Notes, other
than the occurrence of a Specified Event of Default;


 


(c)          the filing
of a bankruptcy case by or against the Company or any of its subsidiaries,
other than the filing of an involuntary bankruptcy petition against the Company
or any of its subsidiaries by the Holders or their respective affiliates, in
the circumstance in which no Termination Event exists.  As used in this Agreement, “subsidiaries”
means any entity in which the Company, directly or indirectly, owns more than
50% of the equity interests as of the time of determination;


 


(d)         the
revocation, denial, failure to renew or suspension of any license or permit covering
any casino or gaming facility of the Company or any of its subsidiaries by any
gaming authority of any jurisdiction or the appointment of a receiver,
conservator or similar official with respect to any such gaming facility;


 


(e)          any action by the Company
outside the ordinary course of business, except as may be required by generally
accepted accounting principles in the United States, that (x) gives rise
to a change in the classification or treatment of the Company for federal,
state or local tax purposes (including, but not limited to, changes caused by
elections or revocations or rescissions of elections), or (y) materially
adversely effects the tax attributes (including, but not limited to, net
operating losses, tax credits, or tax basis in assets) of the Company;


 


(f)            the
commencement of any legal proceedings in any court or governmental body of
competent jurisdiction by the Company or any of its subsidiaries or
equityholders pursuant to which any legal remedy or relief is sought with
respect to, or which would be binding upon, or which would restrict, restrain
or enjoin the Trustee or the Holders from enforcing their rights under the
Indentures or the Notes;


 


(g)         a breach by
the Company of any provision of this Forbearance Agreement; and


 


(h)         except as
otherwise provided herein, the Company or any of its subsidiaries consummates,
or enters into an agreement with respect to, a transaction in excess of $10.0
million outside the ordinary course of business.


 


6.                                       Effect
of Termination Event.  Upon the occurrence
of a Termination Event, this Forbearance Agreement shall terminate without
notice and, if such Termination Event occurs during the Forbearance Period, the
Holders may at any time thereafter proceed to exercise any and all of their
rights and remedies, including without limitation, their rights and remedies in
connection with any Specified Event of Default and any other Events of Default
under the Indentures.


 


7.                                       Representations
and Warranties. In order to induce the Holders to enter into this Forbearance
Agreement, the Company makes the following representations and warranties, all
of which shall survive the execution and delivery of this Forbearance
Agreement:


 


(a)          The
Company has all requisite corporate, partnership or other power and authority to
execute, deliver and perform their obligations under this Forbearance
Agreement. 


 

















 


This Forbearance
Agreement has been duly authorized, executed and delivered by the Company, and
does not conflict with, violate or result in a breach of or require any consent
under (i) any applicable law or regulation or from any governmental agency
or any of the terms of the charter or by-laws (or equivalent constitutional
documents) of the Company or any of its subsidiaries, or (ii) any
agreement or instrument to which the Company or any of its subsidiaries is a
party or to which it or any of its assets is bound or subject; and


 


(b)         This
Forbearance Agreement constitutes the legal, valid and binding obligation of
the Company, enforceable against it in accordance with its terms.


 


8.                                       Further
Covenants.


 


(a)          Retention
and Payment of Professionals. Concurrent with or prior to the execution of
this Forbearance Agreement, the Company shall have entered into agreements
providing for the payment of the fees and expenses of Kirkland & Ellis
LLP and Wachtell, Lipton, Rosen & Katz, in form and substance
satisfactory to the respective parties thereto (collectively, the “Fee
Agreements”), and the Company shall have paid or caused to be paid the
retainers or initial payments due under the Fee Agreements.  The Company shall negotiate in good faith the
terms of an engagement letter with Moelis & Company (following the
execution thereof, also a “Fee Agreement”).  After the execution of this Forbearance
Agreement, the Company shall continue to pay all amounts due and payable under
the Fee Agreements in accordance with their respective terms.


 


(b)         Due
Diligence.  During the Forbearance
Period, the Company shall, and shall cause its subsidiaries and its and their
respective officers, employees and advisors to, comply in a timely manner with
all reasonable requests of the ad-hoc committee of Holders and their advisors
for documentation in connection with the Holders’ evaluation of the Company’s
proposed plan of reorganization or any successor plan or other alternative
thereto, including without limitation such information as the ad-hoc committee
of Holders and their advisors may reasonably request regarding the status of
the Company’s negotiations with the lenders under its senior secured credit
facility and the lenders under its CMBS loan.


 


(c)          Payments
to Lenders. During the Forbearance Period, the Company shall not make any
payment to or for the benefit of the Lenders or the Administrative Agent (as
defined therein) under the Credit Agreement in the form of a consent fee,
waiver fee or forbearance fee, or otherwise, except for the payment of
regularly scheduled interest payments, principal payments required pursuant to
the terms of the Credit Agreement, customary agent fees, commitment fees and
letter of credit fees and the payment of fees and expenses in connection with
the restructuring in an amount not to exceed $10.0 million, without the express
written consent of the Holders of a majority in principal amount of each series
of Notes held by all Holders party hereto.


 


(d)         Incurrence
of Debt.  During the Forbearance
Period, the Company shall not, and shall cause its subsidiaries not to, incur
any indebtedness for borrowed money in an amount greater than $5.0 million in
the aggregate during the Forbearance Period other than indebtedness incurred in
the ordinary course of business that is owed by the Company or its subsidiaries
to the Company or a subsidiary or reimbursement obligations in respect of
outstanding letters of credit.


 

















 


(e)          Prepayment
of Debt.  During the Forbearance
Period, the Company shall not, and shall cause its subsidiaries not to, make
any principal payment on, or redeem, repurchase, defease or otherwise acquire
or retire for value, in each case prior to any scheduled repayment or scheduled
maturity, any indebtedness of the Company or its subsidiaries other than
payments in the ordinary course of business with respect to indebtedness owed
by the Company or its subsidiary to the Company or its subsidiary.


 


(f)            Transfers
of Assets or Equity.  During the
Forbearance Period, the Company shall not, and shall cause its subsidiaries not
to transfer, sell, convey or otherwise dispose of, or incur any lien, security
interest, or other encumbrance on, directly or indirectly, (i) any assets
of the Company or any of its subsidiaries with a fair market value in excess of
$15.0 million in the aggregate during the Forbearance Period, other than any
such transactions made in the ordinary course of business, or (ii) any
equity interest in any of the Company’s subsidiaries, in each case regardless
of whether such transaction is otherwise permitted by the Indentures.


 


(g)         Dividends.  During the Forbearance Period, the Company
shall not declare or pay any dividend or make any other payment or distribution
on account of the Company’s equity securities or to the direct or indirect
holders of the Company’s equity securities in their capacity as such, other
than reimbursement of expenses incurred for
travel, legal counsel, financial advisory services, licensing costs or other
similar expenses reasonably incurred as a result of a direct or indirect equity
interest in the Company or serving as a director of the Company.


 


(h)         Repurchases
of Equity; Payment of Fees.  During
the Forbearance Period, the Company shall not, and shall cause its subsidiaries
not to, purchase, redeem or otherwise acquire or retire for value any equity
securities of the Company and shall not, and shall not permit any of its
subsidiaries to, declare or pay any management fees or sponsor fees or
consulting fees to any affiliate of the Company other than to (i) the
Company and its subsidiaries, (ii) compensation paid in the ordinary
course of business, consistent with past practice, to any person who is an
employee of the Company or any of its subsidiaries.


 


(i)             Investments.  During the Forbearance Period, the Company
shall not, and shall cause its subsidiaries not to, make investments in any
person in excess of $15.0 million in the aggregate other than investments made
in the ordinary course of business, investments in joint ventures existing on
the date hereof and investments in previously-announced development
opportunities.


 


(j)             Public
Reporting of Agreement. As soon as reasonably practicable and not later
than one business day after the Effective Date, the Company shall file or cause
to be filed a Form 8-K with the U.S. Securities and Exchange Commission,
in form and substance reasonably acceptable to the ad-hoc committee of Holders,
generally describing the existence of this Forbearance Agreement and its terms
but not including any individual Holder’s ownership of Notes or the identity of
any individual Holder.


 


9.                                       Transfers of Notes. 
Holders shall not transfer Notes unless the transferee thereof shall
agree to be bound by the terms of this Forbearance Agreement, and any transfer
in violation of this paragraph 9 shall be null and void.  Holders will provide notice to the Company of
any sale, assignment or other transfer of Notes which they beneficially hold
and shall provide the 


 

















 


Company with a joinder to
this Forbearance Agreement, in form and substance satisfactory to the Company,
executed by the transferee.  Such notice
and joinder shall by delivered by as soon as reasonably practicable after such
sale, assignment or transfer and shall indicate the principal amount of the
Notes sold, assigned or transferred.


 


10.                                 Limitation; No Waiver.  This
Forbearance Agreement shall be limited precisely as written and shall not be
deemed (a) to be a consent granted pursuant to, or, except as expressly
set forth herein, a waiver or modification of, any other term or condition of
the Indentures or any of the instruments or agreements referred to therein,
including, without limitation, with respect to Defaults, Events of Default or
Specified Events of Default, or (b) to prejudice any other right or rights
which Holders may now have or have in the future under or in connection with
the Indentures or any of the instruments or agreements referred to therein. 
No failure to exercise nor any delay in exercising, on the part of the
Company or the Holders of any right, remedy, power or privilege under the
Indentures or otherwise shall operate as a waiver thereof; nor shall any single
or partial exercise of any right, remedy, power or privilege operate as a waiver
of any further or complete exercise thereof. 
No waiver shall be effective unless in writing. No waiver or condonation
of any breach on one occasion shall be deemed a waiver or condonation on any
other occasion.  In addition, the Company
and the Holders hereby agree that, during the pendency of this Forbearance
Agreement, all statutes of limitation and similar laws, rules and
equitable theories with respect to the time in which any Holder, on the one
hand, or the Company, on the other hand, may bring any claim or action against
the other shall be tolled and that the passage of such time shall not otherwise
operate to the detriment of the Company or the Holders with respect to such
rights.


 


11.                                 Release.  By its execution hereof and
in consideration of the mutual covenants contained herein and other
accommodations granted to the Company hereunder, the Company, on behalf of
itself and each of its subsidiaries, and its or their successors, assigns and
agents, hereby expressly forever waives, releases and discharges any and all
claims (including, without limitation, cross-claims, counterclaims, and rights
of setoff and recoupment), causes of action (whether direct or derivative in
nature), demands, suits, costs, expenses and damages (collectively, the “Claims”)
any of them may have or allege to have as of the date of this Forbearance
Agreement (and all defenses that may arise out of any of the foregoing) of any
nature, description, or kind whatsoever, based in whole or in part on facts,
whether actual, contingent or otherwise, now known, unknown, or subsequently
discovered, whether arising in law, at equity or otherwise, against the trustee
under each of the Indentures and any Holder that has executed this Forbearance
Agreement, their respective affiliates, agents, principals, managers, managing
members, members, stockholders, “controlling persons” (within the meaning of
the United States federal securities laws), directors, officers, employees,
attorneys, consultants, advisors, agents, trusts, trustors, beneficiaries,
heirs, executors and administrators of each of the foregoing (collectively, the
“Released Parties”) arising out of this Forbearance Agreement, the Indentures,
and any or all of the actions and transactions contemplated hereby or thereby,
including any actual or alleged performance or non-performance of any of the
Released Parties hereunder or under the Indentures, other than any claims
relating to the inaccuracy of any representations made by any Holder as to the
principal amount of Notes held by such Holder. 
The Company hereby acknowledges that the agreements in this Section 11
are intended to be in full satisfaction of all or any alleged injuries or
damages arising in connection with the Claims. 
In entering into this Forbearance Agreement, the Company expressly
disclaims any reliance on 


 

















 


any representations, acts, or omissions by any of the
Released Parties and hereby agrees and acknowledges that the validity and
effectiveness of the releases set forth above does not depend in any way on any
such representation, acts and/or omissions or the accuracy, completeness, or
validity thereof, other than representations made by any Holder with respect to
the principal amount of Notes held by such Holder.  Notwithstanding the foregoing, nothing set
forth in this Section 11 is intended to, nor shall anything set forth in
this Section 8 be construed to, release any Claim that any Credit Party
may hold against any Released Party in its capacity as a lender, adviser or
agent under: (i) the Casino Sale Leaseback Transaction, (ii) the CMBS
Facility and CMBS Loan Documents, including the loans made thereunder, (iii) Land
Loan Documents, including the loans made thereunder, or (iv) the Head
Office Sale Leaseback Transaction (as each such term in this sentence is defined
in the Bank Forebearance Agreement.  The
provisions of this paragraph shall survive the termination or expiration of
each the Forbearance Period and the termination of the Indentures and the
payment in full of all Notes.


 


12.                                 No Admission of Liability.  Neither the negotiation, performance, nor the
terms and conditions of this Forbearance Agreement shall be deemed or construed
to be an admission of any kind or nature by the Holders for any purpose.


 


13.                                 Time of the Essence.  Time is of the essence of this
Forbearance Agreement.


 


14.                                 Entire Agreement.  This Forbearance Agreement
embodies the entire agreement and understanding among the parties relating to
the subject matter hereof and supersedes all prior proposals, negotiation,
agreements and understandings relating to such subject matter.  No waiver of any provision of, amendment to
or modification of any provision of this Forbearance Agreement shall be
effective without the written agreement of the Company and the Holders.


 


15.                                 Effective Date.  This
Forbearance Agreement shall only become effective if and when the Company and
holders of in excess of 50% of the aggregate principal amount of each series of
Notes shall have executed and delivered a counterpart to this Forbearance
Agreement (such time, the “Effective Date”).


 


16.                                 Governing Law.  THE INTERNAL
LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
FORBEARANCE AGREEMENT, 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.


 


17.                                 Waiver of Trial By Jury.  THE COMPANY
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


18.                                 Execution in Counterparts;
Facsimiles.  This Forbearance Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original;
but such counterparts shall constitute but one and the same instrument.  Delivery of an executed 


 

















 


counterpart
of a signature page by facsimile shall be effective as delivery of a
manually executed counterpart.


 


19.                                 Expenses. 
Subject to the terms of the Fee Agreements, the reasonable and
documented fees and expenses of Kirkland & Ellis LLP, Wachtell,
Lipton, Rosen & Katz and, following execution of the Fee Agreement,
Moelis & Company in connection with this Forbearance Agreement,
including, but not limited to, those fees and expenses related to any
restructuring negotiations between Holders and the Company that are
contemplated herein, promptly shall be paid by the Company.


 


[Signatures on
following pages]


 
















 


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


 


 


	
   

  	
  STATION
  CASINOS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas M. Friel

  
	
   

  	
  Name:

  	
  Thomas M. Friel

  
	
   

  	
  Title:

  	
  Executive
  Vice President, Chief Accounting Officer and Treasurer

  
				



 

















 


	
   

  	
  AGREED AND ACKNOWLEDGED

  
	
   

  	
   

  
	
   

  	
   

  
	
  HOLDERS:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: