Exhibit
4.22


 


AMENDMENT NO. 2 TO LOAN
AGREEMENT


 


This Amendment No. 2 to Loan Agreement (this
“Amendment”) dated as of December 17, 2003 is entered into with reference to
the Loan Agreement dated as of January 24, 2003 among The United Auburn Indian
Community, a federally recognized Indian tribe (“Borrower”), the Lenders
referred to therein, Wells Fargo Bank, N.A., as Syndication Agent, and Bank of
America, N.A., as Administrative Agent (as heretofore amended by an Amendment
No. 1 dated as of July 23, 2003, the “Loan Agreement”), with reference to the
following facts:


 


A.            Pursuant to Amendment No. 1,
the Lenders agreed to permit the making of Distributions and prepayments in
respect of Subordinated Obligations based upon the “Monthly Pro Forma Fixed
Charge Coverage Ratio.


 


B.            The Sub Debt Contributions
have been repaid in full.


 


C.            Borrower and the Lenders
desire to further revise the ability of the Borrower to make Distributions as
set forth herein.


 


NOW, THEREFORE, Borrower and the Administrative Agent,
acting with the consent of the Requisite Lenders pursuant to Section 12.2 of
the Loan Agreement, hereby agree to amend the Loan Agreement as follows:


 


1.             Defined Terms.  This Amendment is one of the Loan Documents
referred to in the Loan Agreement, and capitalized terms used but not defined
herein are used with the meanings set forth for those terms in the Loan
Agreement.


 


2.             Representation and Warranty.  In order to induce the Administrative Agent
to enter into this Amendment, Borrower represents and warrants to the
Administrative Agent and the Lenders that as of the date of this Amendment, and
giving effect hereto, no Default or Event of Default has occurred and remains
continuing.


 


3.             Section 6.5(b) –
Distributions.  Section
6.5(b) of the Loan Agreement is hereby amended to read in full as follows:


 


“(b) following the Opening Date, other Distributions
to Borrower made during any calendar month in an amount not to exceed Available
Cash Flow for the immediately preceding calendar month; provided that:


 


(i)            giving effect to the making of such Distribution, the
Monthly Pro Forma Fixed Charge Coverage Ratio, calculated on a pro forma basis
as of the last day of the immediately preceding calendar month, is not less
than 1.25:1.00;


 


(ii)           giving effect to the making of the Distribution, no
Default or Event of Default exists;


 


(iii)          during the ten Business Day period prior to the making
of any Distribution under this clause (b), Borrower and Station Management
shall have provided the Administrative Agent with a Payment Certificate
certifying as to such matters.”


 


1

















 


4.             Section 6.13 – Fixed Charge
Coverage Ratio.  Section
6.13 of the Loan Agreement is hereby amended to read in full as follows:


 


“6.13 Fixed Charge Coverage Ratio.  Permit the Fixed Charge Coverage Ratio as of
the last day of any Fiscal Quarter to be less than 1:25:1.00.”


 


5.             Section 8.1(d) – Tribe’s
Audited Financial Statements.  Section 8.1(d) of the Loan Agreement is hereby amended to read in
full as follows:


 


“(d)         As soon as practicable, and in any event
within 180 days after the end of each fiscal year of Borrower, the audited
financial statements of Borrower in respect of its consolidated governmental
operations, provided that such financial statements, and the related
audit opinion, shall not be required to address the gaming operations of the
Borrower;”


 


6.             Form of Payment Certificate.  Exhibit L to this Agreement is hereby deemed
attached to the Loan Agreement as Exhibit L thereto, the form of the Payment
Certificate.


 


7.             Conditions Precedent.  This Amendment shall be subject to the
fulfillment of each of the following conditions precedent:


 


a.             The Administrative Agent shall have received written
consents hereto executed by the Requisite Lenders, substantially in the form of
Exhibit C hereto;


 


b.             Each of the representations and warranties of the
Borrower set forth herein shall be true and correct; and


 


c.             Station and Station Management shall each have
executed the consent hereto appended following the signature pages hereof.


 


[Remainder
of this page intentionally left blank – signatures follow]


 


2

















 


8.             Confirmation.  The other provisions of the Loan Agreement
and the Loan Documents are hereby confirmed. 
Without limitation on the foregoing, the Borrower confirms that the
waiver of sovereign immunity set forth in Section 12.31 of the Loan Agreement
applies to this Amendment.


 


IN WITNESS WHEREOF, the Borrower and the
Administrative Agent have executed this Amendment by their duly authorized
representatives.


 


	
   

  	
  THE UNITED AUBURN INDIAN COMMUNITY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Jessica
  Tavares /s/

  	
   

  
	
   

  	
  Jessica Tavares, Chairperson

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A., as Administrative
  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Janice
  Hammond /s/

  	
   

  
	
   

  	
  Janice Hammond, Vice President

  
	
   

  	
   

  



 


 


The undersigned hereby consent to the execution,
delivery and delivery of the foregoing Amendment.


 


	
  STATION
  CASINOS, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
         Glenn
  C. Christenson /s/

  	
   

  	
   

  
	
  Glenn C.
  Christenson, Executive Vice

  	
   

  
	
  President
  and Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STATION
  CALIFORNIA, LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
         Glenn
  C. Christenson /s/

  	
   

  	
   

  
	
  Glenn C.
  Christenson, Chief Financial Officer

  	
   

  



 


3

















 


Exhibit A


 


 


CONSENT OF LENDER


 


Reference is hereby made to the Loan Agreement dated
as of January 24, 2003 (the “Loan Agreement”) among The United Auburn Indian
Community, a federally recognized Indian tribe (“Borrower”) the Lenders
referred to therein, Wells Fargo Bank, N.A., as Syndication Agent, and Bank of
America, N.A., as Administrative Agent.


 


The undersigned Lender hereby consents to the
execution and delivery of Amendment No. 2 to Loan Agreement by the
Administrative Agent on its behalf, substantially in the form of the most
recent draft thereof presented to the undersigned Lender.


 


Dated as of December 17, 2003.


 


 


	
  BANK OF AMERICA, N.A.

  
	
  [Name of Lender]

  
	
   

  
	
  By:

  	
         Scott L. Faber /s/ 

  	
   

  
	
  Scott L. Faber, Managing Director

  



 


4

















 


Exhibit A


 


 


CONSENT OF LENDER


 


Reference is hereby made to the Loan Agreement dated
as of January 24, 2003 (the “Loan Agreement”) among The United Auburn Indian
Community, a federally recognized Indian tribe (“Borrower”) the Lenders
referred to therein, Wells Fargo Bank, N.A., as Syndication Agent, and Bank of
America, N.A., as Administrative Agent.


 


The undersigned Lender hereby consents to the
execution and delivery of Amendment No. 2 to Loan Agreement by the
Administrative Agent on its behalf, substantially in the form of the most
recent draft thereof presented to the undersigned Lender.


 


Dated as of December 17, 2003.


 


 


	
  BANK OF SCOTLAND

  
	
  [Name of Lender]

  
	
   

  
	
  By:

  	
         Joseph
  Fratus /s/

  	
   

  
	
  Joesph
  Fratus, First Vice President

  



 


4

















 


Exhibit A


 


CONSENT OF LENDER


 


Reference is hereby made to the Loan Agreement dated
as of January 24, 2003 (the “Loan Agreement”) among The United Auburn Indian
Community, a federally recognized Indian tribe (“Borrower”) the Lenders
referred to therein, Wells Fargo Bank, N.A., as Syndication Agent, and Bank of
America, N.A., as Administrative Agent.


 


The undersigned Lender hereby consents to the
execution and delivery of Amendment No. 2 to Loan Agreement by the
Administrative Agent on its behalf, substantially in the form of the most
recent draft thereof presented to the undersigned Lender.


 


Dated as of December 16, 2003.


 


 


	
  BANK ONE, N.A.

  
	
  [Name of Lender]

  
	
   

  
	
  By:

  	
        Candace
  A. Jaffrey /s/

  	
   

  
	
  Candace A.
  Jaffrey, Director

  



 


4

















 


Exhibit A


 


 


CONSENT OF LENDER


 


Reference is hereby made to the Loan Agreement dated
as of January 24, 2003 (the “Loan Agreement”) among The United Auburn Indian
Community, a federally recognized Indian tribe (“Borrower”) the Lenders
referred to therein, Wells Fargo Bank, N.A., as Syndication Agent, and Bank of
America, N.A., as Administrative Agent.


 


The undersigned Lender hereby consents to the
execution and delivery of Amendment No. 2 to Loan Agreement by the
Administrative Agent on its behalf, substantially in the form of the most
recent draft thereof presented to the undersigned Lender.


 


Dated as of December 22, 2003.


 


 


	
  THE CIT GROUP/EQUIPMENT FINANCING, INC.

  
	
   

  
	
  By:

  	
       Katie
  J. Saunders /s/

  	
   

  
	
  Katie J.
  Saunders, Senior Credit Analyst

  



 


4

















 


Exhibit A


 


CONSENT OF LENDER


 


Reference is hereby made to the Loan Agreement dated
as of January 24, 2003 (the “Loan Agreement”) among The United Auburn Indian
Community, a federally recognized Indian tribe (“Borrower”) the Lenders
referred to therein, Wells Fargo Bank, N.A., as Syndication Agent, and Bank of
America, N.A., as Administrative Agent.


 


The undersigned Lender hereby consents to the
execution and delivery of Amendment No. 2 to Loan Agreement by the
Administrative Agent on its behalf, substantially in the form of the most
recent draft thereof presented to the undersigned Lender.


 


Dated as of December 15, 2003.


 


 


	
  COMERICA WEST INCORPORATED

  
	
  [Name of Lender]

  
	
   

  
	
  By:

  	
        Eoin
  Collins /s/

  	
   

  
	
  Eoin Collins,
  Vice President

  



 


4

















 


Exhibit A


 


 


CONSENT OF LENDER


 


Reference is hereby made to the Loan Agreement dated
as of January 24, 2003 (the “Loan Agreement”) among The United Auburn Indian
Community, a federally recognized Indian tribe (“Borrower”) the Lenders
referred to therein, Wells Fargo Bank, N.A., as Syndication Agent, and Bank of
America, N.A., as Administrative Agent.


 


The undersigned Lender hereby consents to the
execution and delivery of Amendment No. 2 to Loan Agreement by the
Administrative Agent on its behalf, substantially in the form of the most
recent draft thereof presented to the undersigned Lender.


 


Dated as of December 17, 2003.


 


 


	
  DEUTSCHEBANK TRUST COMPANY AMERICAS

  
	
  [Name of Lender]

  
	
   

  
	
  By:

  	
       S.P.
  Lagham /s/

  	
   

  
	
  S.P. Lagham,
  Director

  



 


4

















 


Exhibit A


 


CONSENT OF LENDER


 


Reference is hereby made to the Loan Agreement dated
as of January 24, 2003 (the “Loan Agreement”) among The United Auburn Indian
Community, a federally recognized Indian tribe (“Borrower”) the Lenders
referred to therein, Wells Fargo Bank, N.A., as Syndication Agent, and Bank of
America, N.A., as Administrative Agent.


 


The undersigned Lender hereby consents to the
execution and delivery of Amendment No. 2 to Loan Agreement by the
Administrative Agent on its behalf, substantially in the form of the most
recent draft thereof presented to the undersigned Lender.


 


Dated as of December 17, 2003.


 


 


	
  CREDIT LYONNAIS NEW YORK BRANCH

  
	
  [Name of Lender]

  
	
   

  
	
  By:

  	
        F.
  Frank Herrera /s/

  	
   

  
	
  F. Frank
  Herrera, Vice President

  



 


4

















 


Exhibit A


 


 


CONSENT OF LENDER


 


Reference is hereby made to the Loan Agreement dated
as of January 24, 2003 (the “Loan Agreement”) among The United Auburn Indian
Community, a federally recognized Indian tribe (“Borrower”) the Lenders
referred to therein, Wells Fargo Bank, N.A., as Syndication Agent, and Bank of
America, N.A., as Administrative Agent.


 


The undersigned Lender hereby consents to the
execution and delivery of Amendment No. 2 to Loan Agreement by the
Administrative Agent on its behalf, substantially in the form of the most
recent draft thereof presented to the undersigned Lender.


 


Dated as of December 17, 2003.


 


 


	
  HIGHLAND LOAN FUNDING V LTD.

  
	
  [Name of Lender]

  
	
   

  
	
  By:

  	
       Todd
  Travers /s/

  	
   

  
	
  Todd
  Travers, Senior Portfolio Manager

  



 


4

















 


Exhibit A


 


 


CONSENT OF LENDER


 


Reference is hereby made to the Loan Agreement dated
as of January 24, 2003 (the “Loan Agreement”) among The United Auburn Indian
Community, a federally recognized Indian tribe (“Borrower”) the Lenders
referred to therein, Wells Fargo Bank, N.A., as Syndication Agent, and Bank of
America, N.A., as Administrative Agent.


 


The undersigned Lender hereby consents to the
execution and delivery of Amendment No. 2 to Loan Agreement by the
Administrative Agent on its behalf, substantially in the form of the most
recent draft thereof presented to the undersigned Lender.


 


Dated as of December 17, 2003.


 


 


	
  RESTORATION FUNDING CLO LTD

  
	
  [Name of Lender]

  
	
   

  
	
  By:

  	
       Todd
  Travers /s/

  	
   

  
	
  Todd
  Travers, Senior Portfolio Manager

  



 


4

















 


Exhibit A


 


 


CONSENT OF LENDER


 


Reference is hereby made to the Loan Agreement dated
as of January 24, 2003 (the “Loan Agreement”) among The United Auburn Indian
Community, a federally recognized Indian tribe (“Borrower”) the Lenders
referred to therein, Wells Fargo Bank, N.A., as Syndication Agent, and Bank of
America, N.A., as Administrative Agent.


 


The undersigned Lender hereby consents to the
execution and delivery of Amendment No. 2 to Loan Agreement by the
Administrative Agent on its behalf, substantially in the form of the most
recent draft thereof presented to the undersigned Lender.


 


Dated as of December 17, 2003.


 


 


	
  WELLS FARGO BANK, N.A.

  
	
  [Name of Lender]

  
	
   

  
	
  By: 

  	
       Clark
  A. Wood /s/

  	
   

  
	
  Clark A.
  Wood, Vice President

  



 


4

















 


[Exhibit L to Loan
Agreement and to Amendment No. 2 to Loan Agreement]


 


PAYMENT CERTIFICATE


 


This Payment Certificate is delivered to Bank of
America, N.A., as Administrative Agent, with reference to the Loan Agreement
dated as of January 24, 2003 among The United Auburn Indian Community, a
federally recognized Indian tribe (“Borrower”), the Lenders referred to
therein, Wells Fargo Bank, N.A., as Syndication Agent, and Bank of America,
N.A., as Administrative Agent (as amended, the “Loan Agreement”).  Within the ten Business Day period following
the delivery of this Certificate, the Borrower intends to [check one]:


 


                Make a prepayment of Subordinated Obligations pursuant
to Section 6.1 of the Loan Agreement in the principal amount of
$                                                .


 


                Make a Distribution in the amount of
$                                                pursuant
to Section 6.5(b) of the Loan Agreement.


 


In connection the prepayment of Sub Debt Contributions
or Distribution (the “Payment”) described above, the undersigned hereby
certifies that:


 


(a)           Available Cash Flow for the calendar
month (the “Test Month”) immediately preceding the date of this Certificate was
$                                                .


 


(b)           giving pro forma effect to the Payment
and all other Payments heretofore made or to be made during the current month,
as of the last day of the Test Month the Monthly Pro Forma Fixed Charge
Coverage Ratio is not less than 1.25:1.00.


 


Calculations supporting the above certifications are
attached hereto and incorporated herein by this reference [attach spreadsheet
in substantially in the form supplied].


 


IN WITNESS WHEREOF, the undersigned have executed this
Amendment by its duly authorized representatives.


 


 


	
  THE UNITED AUBURN INDIAN COMMUNITY

  
	
   

  
	
  By:  

  	
   

  	
   

  
	
   

  
	
  Title: 

  	
   

  	
   

  
	
   

  
	
   

  
	
  STATION CALIFORNIA, LLC

  
	
   

  
	
  By:  

  	
   

  	
   

  
	
   

  
	
  Title: 

  	
   

  	
   

  
				



 


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