Exhibit 10.1

 

FIRST AMENDMENT TO CREDIT AGREEMENT

 

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of March 18, 2014 and effective as of the Effective Date (as hereinafter defined), is made and entered into by and among STATION CASINOS LLC, a Nevada limited liability company (the “Borrower”), the other Station Parties (as hereinafter defined), each of the Lenders (as hereinafter defined) party hereto and Deutsche Bank AG Cayman Islands Branch, as administrative agent under the Credit Agreement referred to below (in such capacity, the “Administrative Agent”).

 

RECITALS

 

A.                                    The Borrower and the Lenders are parties to that certain Credit Agreement, dated as of March 1, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among the Borrower, the banks, financial institutions and other entities from time to time party thereto as lenders (including the L/C Issuer and Swing Line Lender) (collectively, the “Lenders”), and the Administrative Agent.

 

B.                                    In connection with the Credit Agreement, the Loan Parties executed various Loan Documents to guaranty and/or secure the obligations of the Borrower under the Credit Agreement.

 

C.                                    The Borrower has requested that the Lenders party hereto agree to amend the Credit Agreement subject to, and in accordance with, the terms and conditions set forth herein.

 

D.                                    The Lenders party hereto are willing to agree to enter into this First Amendment, subject to the conditions and on the terms set forth below.

 

AGREEMENT

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, each of the other Loan Parties party hereto (collectively, the “Station Parties”) and each of the Lenders party hereto agree as follows:

 

1.                                      Definitions.  Except as otherwise expressly provided herein, capitalized terms used in this First Amendment shall have the meanings given in the Credit Agreement, and the rules of interpretation set forth in the Credit Agreement shall apply to this First Amendment.

 

2.                                      Amendments to Credit Agreement.

 

(a)                                 The following new definition is hereby added to Section 1.01 of the Credit Agreement, inserted in proper alphabetical order:

 











 

“First Amendment Effective Date” shall mean the “Effective Date” as defined in that certain First Amendment to Credit Agreement, dated as of March 18, 2014, among the Borrower, the other Loan Parties party thereto, the Administrative Agent and the Lenders party thereto.

 

(b)                                 The definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

 

“Applicable Rate” means (a) with respect to B Term Loans, a percentage per annum equal to (A) for Eurodollar Loans, 3.25%, (B) for Base Rate Loans, 2.25% and (b) with respect to Revolving Credit Loans, the Applicable Revolving Credit Rate.

 

(c)                                  The first sentence of Section 2.05(d) of the Credit Agreement is hereby amended by deleting the terms “one (1) year anniversary of the Closing Date” and replacing such terms with “one (1) year anniversary of the First Amendment Effective Date”.

 

3.                                      Representations and Warranties.  To induce the Lenders party hereto to agree to this First Amendment, the Borrower and each of the Station Parties represents to the Lenders and the Administrative Agent that as of the date hereof and as of the Effective Date:

 

(a)                                 the Borrower and each of the Station Parties has all requisite power and authority to enter into, execute and deliver this First Amendment and to carry out the transactions contemplated by, and to perform its obligations under or in respect of, this First Amendment;

 

(b)                                 the execution and delivery of this First Amendment and the performance of the obligations of the Borrower and each of the Station Parties under or in respect of this First Amendment have been duly authorized by all necessary corporate or other organizational action on the part of the Borrower and each of the Station Parties;

 

(c)                                  the execution and delivery of this First Amendment and the performance of the obligations of such Loan Party under or in respect of this First Amendment do not and will not (i) contravene the terms of such Person’s Organizational Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than Permitted Liens), or require any payment to be made under (A) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (B) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate any material Laws;

 

(d)                                 this First Amendment has been duly executed and delivered by the Borrower and each of the Station Parties and constitutes a legal, valid and binding obligation of the Borrower and each of the Station Parties, enforceable against the Borrower and each of the Station Parties in accordance with its terms, except as enforceability may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws relating to or affecting the

 

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enforcement of creditors’ rights generally, (b) general equitable principles (whether considered in a proceeding in equity or at law), and (c) requirements of reasonableness, good faith and fair dealing;

 

(e)                                  after giving effect to this First Amendment, no event has occurred and is continuing or will result from the execution and delivery of this First Amendment or the performance by the Borrower and the Station Parties of their obligations hereunder that would constitute a Default or an Event of Default; and

 

(f)                                   each of the representations and warranties made by such Loan Party in or pursuant to the Loan Documents to which it is a party, as amended hereby, is true and correct in all material respects on and as of the Effective Date as if made on and as of such date; provided, that, to the extent that such representations or warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.

 

4.                                      Effectiveness of this First Amendment.  This First Amendment shall be effective only if and when:

 

(a)                                 the Borrower, the Station Parties, and each Lender who has consented hereto have delivered their fully executed signature pages hereto to the Administrative Agent;

 

(b)                                 each of the representations and warranties contained in Section 3 of this First Amendment shall be true and correct in all material respects and, in furtherance thereof, the Borrower and each of the Station Parties shall have received all necessary approvals and/or consents from the Gaming Authorities in form and substance satisfactory to the Administrative Agent for the execution and delivery of this First Amendment and the performance of the obligations of the Borrower and each of the Station Parties under or in respect of this First Amendment;

 

(c)                                  the Administrative Agent shall have received legal opinions reasonably satisfactory to it from the Borrower’s counsel with respect to Nevada and New York law matters;

 

(d)                                 the Administrative Agent shall have received, executed by a Responsible Officer or other authorized signatory of the signing Loan Party that is party thereto and in form and substance reasonably satisfactory to the Administrative Agent, such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer or other authorized signatory thereof authorized to act as a Responsible Officer and/or execute documents in connection with this First Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date;

 

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(e)                                  at such time that this First Amendment becomes effective, all Term Loans are held by Term Lenders who have consented to this First Amendment with respect to their entire respective Term Loans at such time; and

 

(f)                                   the Borrower shall have paid all fees and expenses owed to the Administrative Agent, the Joint Lead Arrangers and the Lenders (including fees and expenses of counsel) accrued through and including the Effective Date to such Administrative Agent, Joint Lead Arrangers and Lenders (or to such counsel).

 

This First Amendment shall be effective on the date (the “Effective Date”) on which all of the foregoing conditions are satisfied (such conditions to be satisfied no later than March 19, 2014).

 

5.                                      Acknowledgments.  By executing this First Amendment, each of the Station Parties (a) consents to this First Amendment and the performance by the Borrower and each of the other Station Parties of their obligations hereunder, (b) acknowledges that notwithstanding the execution and delivery of this First Amendment, the obligations of each of the Station Parties under the Guaranty Agreement, the Pledge Agreement, the Security Agreement and each of the other Loan Documents to which such Station Party is a party are not impaired or affected and the Guaranty Agreement, the Pledge Agreement, the Security Agreement and each such Loan Document continues in full force and effect and (c) affirms and ratifies, to the extent it is a party thereto, the Guaranty Agreement, the Pledge Agreement, the Security Agreement and each other Loan Document with respect to all of the Obligations as amended hereby.

 

6.                                      Miscellaneous.  THIS FIRST AMENDMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT AS EXPRESSLY PROVIDED THEREIN) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.  This First Amendment may be executed in one or more duplicate counterparts and, subject to the other terms and conditions of this First Amendment, when signed by all of the parties listed below shall constitute a single binding agreement.  Delivery of an executed signature page to this First Amendment by facsimile transmission or electronic mail shall be as effective as delivery of a manually signed counterpart of this First Amendment.  Except as amended hereby, all of the provisions of the Credit Agreement and the other Loan Documents shall remain in full force and effect except that each reference to the “Credit Agreement”, or words of like import in any Loan Document, shall mean and be a reference to the Credit Agreement as amended hereby.  This First Amendment shall be deemed a “Loan Document” as defined in the Credit Agreement.  Sections 10.16(b), 10.16(c) and 10.17 of the Credit Agreement shall apply to this First Amendment and all past and future amendments to the Credit Agreement and other Loan Documents as if expressly set forth herein or therein.

 

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IN WITNESS WHEREOF, the parties have caused this First Amendment to be duly executed as of the day and year first above written, to be effective as of the Effective Date.

 

	
 
    	
 
    	
STATION   CASINOS LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Richard J. Haskins
    
	
 
    	
 
    	
 
    	
Name:
    	
Richard   J. Haskins
    
	
 
    	
 
    	
 
    	
Title:
    	
Secretary
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
STATION   HOLDCO LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Richard J. Haskins
    
	
 
    	
 
    	
 
    	
Name:
    	
Richard   J. Haskins
    
	
 
    	
 
    	
 
    	
Title:
    	
Secretary
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
STATION   VOTECO LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Richard J. Haskins
    
	
 
    	
 
    	
 
    	
Name:
    	
Richard   J. Haskins
    
	
 
    	
 
    	
 
    	
Title:
    	
Secretary
    


 

[Signature Page to First Amendment]

 











 

	
NP   AUBURN DEVELOPMENT LLC
    	
 
    	
NP   PALACE LLC
    
	
NP   BOULDER LLC
    	
 
    	
NP   PAST ENTERPRISES LLC
    
	
NP   CENTERLINE HOLDINGS LLC
    	
 
    	
NP   RANCHO LLC
    
	
NP   DEVELOPMENT LLC
    	
 
    	
NP   RED ROCK LLC
    
	
NP   DURANGO LLC
    	
 
    	
NP   RENO CONVENTION CENTER LLC
    
	
NP FH   EXCESS LLC
    	
 
    	
NP   RIVER CENTRAL LLC
    
	
NP   FIESTA LLC
    	
 
    	
NP   ROTMA LLC
    
	
NP   GOLD RUSH LLC
    	
 
    	
NP   SANTA FE LLC
    
	
NP   GREEN VALLEY LLC
    	
 
    	
NP   STEAMBOAT LLC
    
	
NP   HANGER LEASECO LLC
    	
 
    	
NP   SUNSET LLC
    
	
NP   HORIZON PARK LLC
    	
 
    	
NP   SUNSET LINDELL LLC
    
	
NP   INSPIRADA LLC
    	
 
    	
NP   TEXAS LLC
    
	
NP IP   HOLDINGS LLC
    	
 
    	
NP   TOWN CENTER LLC
    
	
NP   LAKE MEAD LLC
    	
 
    	
SC   RANCHO DEVELOPMENT, LLC
    
	
NP   LML LLC
    	
 
    	
SC SP   1 LLC
    
	
NP   LOSEE ELKHORN HOLDINGS LLC
    	
 
    	
SC SP   2 LLC
    
	
NP   MAGIC STAR LLC
    	
 
    	
SC SP   3 LLC
    
	
NP   MT. ROSE LLC
    	
 
    	
SC SP   4 LLC
    
	
NP   NORTHERN NV ACQUISITIONS LLC
    	
 
    	
SC SP   5 LLC
    
	
NP   OPCO HOLDINGS LLC
    	
 
    	
SC SP   HOLDCO LLC
    
	
NP   OPCO LLC
    	
 
    	
STATION   DEVELOPMENT, LLC
    
	
 
    	
 
    	
STATION   GVR ACQUISITION, LLC
    


 

	
 
    	
 
    	
each   as a Subsidiary Guarantor
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Marc Falcone
    
	
 
    	
 
    	
 
    	
Name:
    	
Marc   Falcone
    
	
 
    	
 
    	
 
    	
Title:
    	
Senior   Vice President
    


 

[Signature Page to First Amendment]

 











 

	
 
    	
 
    	
SONOMA   LAND ACQUISITION
    
	
 
    	
 
    	
COMPANY,   LLC
    
	
 
    	
 
    	
NP   FRESNO LAND ACQUISITIONS LLC
    
	
 
    	
 
    	
STATION   CALIFORNIA, LLC
    
	
 
    	
 
    	
SC   BUTTE DEVELOPMENT, LLC
    
	
 
    	
 
    	
SC   BUTTE MANAGEMENT, LLC
    
	
 
    	
 
    	
SC   MADERA DEVELOPMENT, LLC
    
	
 
    	
 
    	
SC   MADERA MANAGEMENT, LLC
    
	
 
    	
 
    	
SC   MICHIGAN, LLC
    
	
 
    	
 
    	
SC   SONOMA DEVELOPMENT, LLC
    
	
 
    	
 
    	
SC   SONOMA MANAGEMENT, LLC
    
	
 
    	
 
    	
NP   SONOMA LAND HOLDINGS LLC
    


 

	
 
    	
 
    	
each   as a Subsidiary Guarantor
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Scott M Nielson
    
	
 
    	
 
    	
 
    	
Name:   Scott M Nielson
    
	
 
    	
 
    	
 
    	
Title:   Secretary and Senior Vice President
    


 

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Acknowledged:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
DEUTSCHE   BANK AG CAYMAN ISLANDS BRANCH, as the Administrative Agent
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Mary Kay Coyle
    
	
 
    	
 
    	
 
    	
Name:
    	
Mary   Kay Coyle
    
	
 
    	
 
    	
 
    	
Title:   
    	
Managing   Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Anca Trifan
    
	
 
    	
 
    	
 
    	
Name:
    	
Anca   Trifan
    
	
 
    	
 
    	
 
    	
Title:
    	
Managing   Director
    


 

[Signature Page to First Amendment]