Exhibit 10.1


 


SECOND
FORBEARANCE AGREEMENT; AND SECOND AMENDMENT TO THE CREDIT AGREEMENT


 


This SECOND FORBEARANCE AGREEMENT; AND SECOND
AMENDMENT TO THE CREDIT AGREEMENT (this “Second Forbearance Agreement”)
is entered into as of July 28, 2009, by and among Station Casinos, Inc.
(the “Borrower”), certain subsidiaries of the Borrower party hereto (the
“Guarantors” and, together with the Borrower, the “Loan Parties”),
FCP Holdings, Inc. (“FCP Holding”), Fertitta Partners LLC (“Fertitta
Partners”), FCP Voteco, LLC (“FCP Voteco” and, together with FCP
Holding and Fertitta Partners, the “Holding Companies”, with the Holding
Companies and the Loan Parties collectively referred to as the “Credit
Parties”), the Lenders (as defined below) party hereto, and Deutsche Bank
Trust Company Americas, as administrative agent (in such capacity, the “Administrative
Agent”) for the Lenders and the other Secured Parties described in the
Credit Agreement referred to below. Capitalized terms used but not otherwise
defined herein shall have the respective meanings ascribed to such terms in the
Credit Agreement (as modified hereby). Certain capitalized terms used herein
are defined in Section 2(e) of this Second Forbearance Agreement.


 


RECITALS


 


WHEREAS,
the Borrower and various financial institutions (the “Lenders”) are
parties to that certain Credit Agreement, dated as of November 7, 2007 (as
amended, modified and/or supplemented to, but not including, the Second
Forbearance Effective Date referred to below, the “Credit Agreement”), pursuant
to which, among other things, the Lenders have agreed, subject to the terms and
conditions set forth in the Credit Agreement, to make certain loans and other
financial accommodations to the Borrower;


 


WHEREAS,
the Borrower, the Guarantors, the Holding Companies and the Administrative
Agent are parties to that certain Forbearance Agreement; Waiver; and First
Amendment to the Credit Agreement, dated as of March 2, 2009 (as amended,
modified and/or supplemented to, but not including, the Second Forbearance
Effective Date, the “First Forbearance Agreement”);


 


WHEREAS,
as of the date hereof, one or more of the events listed on Exhibit A
hereto have occurred (or may occur) during an Applicable Forbearance Period (as
hereinafter defined) (the events described in Exhibit A hereto
being herein collectively called the “Specified Events”); and


 


WHEREAS,
upon the Borrower’s request, the Lenders have agreed, subject to the terms and
conditions set forth herein, to (i) forbear from exercising their
default-related rights, remedies, powers and privileges against the Credit
Parties (other than the Borrower) solely with respect to the Specified Defaults
(as defined below) and (ii) amend certain provisions of, and grant certain
consents to, the Credit Agreement and the other Loan Documents, in each case as
more fully described herein;


 


NOW,
THEREFORE, in consideration of the foregoing, the terms, covenants and
conditions contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


 


SECTION 1.                                Confirmation
by the Borrower of Obligations and Specified Events.


 


(a)             Amount of
Obligations. The Borrower and each other Credit Party
acknowledge and agree that as of July 28, 2009, the respective aggregate
principal balances of the Loans as of such


 

















 


date
and aggregate face amount of Letters of Credit were as follows (such amounts,
in the aggregate, the “Existing Principal and Letters of Credit”):


 


	
  Term
  Loans:

  	
   

  	
  $

  	
  246,250,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Revolving
  Credit Loans:

  	
   

  	
  $

  	
  628,236,586.13

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Swing
  Line Loans:

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Letters of Credit:

  	
   

  	
  $

  	
  10,184,203.00

  	
   

  



 


The Borrower and each other
Credit Party acknowledge and agree that as of July 28, 2009, the aggregate
amount of accrued and unpaid interest on the Term Loans, Revolving Credit Loans
and Swing Line Loans is $2,363,635.11 (the “Existing Interest”), the
aggregate amount of accrued and unpaid commitment fees payable pursuant to Section 2.09(a) of
the Credit Agreement is $26,656.31 (the “Existing Commitment Fees”), the
aggregate amount of accrued and unpaid letter of credit fees payable pursuant
to Section 2.03(h) of the Credit Agreement is $34,371.70 (the “Existing
LC Fees”) and the aggregate amount of accrued and unpaid letter of credit
fronting fees payable pursuant to Section 2.03(i) of the Credit
Agreement is $2,150.16 (the “Existing LC Fronting Fees” and, together
with the Existing Principal and Letters of Credit, the Existing Interest, the
Existing Commitment Fees and the Existing LC Fees, the “Outstanding
Indebtedness”).  The foregoing
amounts do not include other fees, expenses and other amounts which are
chargeable or otherwise reimbursable under the Credit Agreement and the other
Loan Documents.  None of the Borrower or
the other Credit Parties has any rights of offset, defenses, claims or
counterclaims with respect to any of the Obligations and each of the Loan
Parties are jointly and severally obligated with respect thereto (and each of
the Holding Companies are jointly and severally obligated with respect
thereto), in each case in accordance with the terms of the applicable Loan
Documents.


 


(b)            Acknowledgement
of Pre-Forbearance Defaults.  The Borrower and each other Credit Party
acknowledge and agree that (i) each Pre-Forbearance Default constitutes an
Event of Default that has occurred and is continuing as of the Second
Forbearance Effective Date and (ii) the existence of the Pre-Forbearance
Defaults permits the Administrative Agent, either itself or at the request of
the Required Lenders, to, among other things, (A) declare the commitment
of each Lender to make Loans and any obligation of the L/C Issuers to make L/C
Credit Extensions to be terminated, whereupon such commitment and obligation
shall be terminated, (B) accelerate all or any portion of the Obligations
and (C) subject to the limitations described in Section 2 below,
exercise on behalf of itself and the Lenders all rights and remedies available
to it and the Lenders under the Loan Documents or applicable Law (including in
any event rights and remedies (including enforcement and collection actions)
under the Loan Documents against the Borrower or any of the Collateral or other
property owned by the Borrower, which are not subject to the limitations in Section 2
below).


 


SECTION 2.                                Forbearance;
Forbearance Default Rights and Remedies.


 


(a)             The Forbearance.  Effective as of the Second Forbearance
Effective Date, each of the Administrative Agent and each Lender agrees that (i) until
the Holding Company Forbearance Termination Date (as defined below), it will
forbear from exercising its rights and remedies (including enforcement and
collection actions) under the Loan Documents against the Holding Companies or
any of the Collateral or other property owned by the Holding Companies (including,
without limitation, via set-off or recoupment) solely with respect to the
Specified Defaults, and (ii) until the Other Credit Party Forbearance
Termination Date (as defined below), it will forbear from exercising its rights
and remedies (including enforcement and collection actions) under the Loan


 


2

















 


Documents
against each Credit Party (other than the Debtor Credit Parties) or any of the
Collateral or other property owned by such Credit Parties (including, without
limitation, via set-off or recoupment) solely with respect to the Specified
Defaults.  The Borrower and each other
Credit Party acknowledge and agree that (x) each Specified Default that
has occurred or may occur and be continuing during an Applicable Forbearance
Period constitutes (in the case of the Pre-Forbearance Defaults) or would
constitute (in the case of other Specified Defaults) a Default or an Event of
Default upon which action could be taken under the Loan Documents against each
Credit Party (other than the Borrower, as to which the provisions of Section 1(b) apply)
or any of the Collateral or other property owned by such Credit Parties but for
the forbearance described in the preceding sentence, and (y) the
Administrative Agent and the Lenders shall not be delayed, prohibited or
otherwise stayed on and after the Other Credit Party Forbearance Termination
Date from taking an action or exercising any rights against the Credit Parties
or their respective assets (other than the Debtor Credit Parties or their
respective assets) as a result of the commencement of the Borrower Chapter 11
Case, the Holding Company Chapter 11 Cases or the Other Chapter 11 Cases prior
to the Other Credit Party Forbearance Termination Date.  To the extent necessary, each of the Borrower
and each Holding Company hereby grants to the Administrative Agent and the
Lenders a limited waiver of the automatic stay imposed by Section 362 of
the Bankruptcy Code (to the extent applicable in the Borrower Chapter 11 Case,
the Holdings Chapter 11 Cases or the Other Chapter 11 Cases, as the case may
be) solely to give effect to clause (y) of the preceding sentence.


 


(b)            Effect of
Forbearance Termination.  From
and after the Applicable Forbearance Termination Date (as hereinafter defined),
the agreement of each Lender and the Administrative Agent hereunder to forbear
as set forth in Section 2(a) shall immediately terminate without the
requirement of any demand, presentment, protest, or notice of any kind, all of
which are hereby waived by the Borrower and each other Credit Party.  The Borrower and each other Credit Party
hereby agree that (i) the Administrative Agent, either itself or at the
direction of the Required Lenders, may at any time, or from time to time, in
its (or their) sole and absolute discretion, exercise against the Borrower (and
its properties) any and all of their rights, remedies, powers and privileges
under any or all of the Credit Agreement, any other Loan Document, applicable
law and/or equity, all of which rights, remedies, powers and privileges are
fully reserved by each Lender and the Administrative Agent, (ii) from and
after the Holding Company Forbearance Termination Date (after the giving of any
required notice and the lapse of any grace period applicable in the
determination thereof), the Administrative Agent, either itself or at the
direction of the Required Lenders, may at any time, or from time to time, in
its (or their) sole and absolute discretion, exercise against the Holding
Companies (and their properties) any and all of their rights, remedies, powers
and privileges under any or all of the Credit Agreement, any other Loan
Document, applicable law and/or equity, all of which rights, remedies, powers
and privileges are fully reserved by each Lender and the Administrative Agent,
and (iii) from and after the Other Credit Party Forbearance Termination
Date (after the giving of any required notice and the lapse of any grace period
applicable in the determination thereof), the Administrative Agent, either
itself or at the direction of the Required Lenders, may at any time, or from
time to time, in its (or their) sole and absolute discretion, exercise against
any Credit Party (and its properties) any and all of their rights, remedies,
powers and privileges under any or all of the Credit Agreement, any other Loan
Document, applicable law and/or equity, all of which rights, remedies, powers
and privileges are fully reserved by each Lender and the Administrative Agent.


 


(c)             Limitation on
Forbearance Extension.  Except
as set forth herein, none of the Lenders or the Administrative Agent shall have
any obligation to extend an Applicable Forbearance Period, or enter into any
other waiver, forbearance or amendment, and the Lenders’ and the Administrative
Agent’s agreement to permit any such extension, or enter into any other waiver,
forbearance or amendment shall be subject to the sole discretion of the
Required Lenders (or, if


 


3

















 


required
by Section 10.01 of the Credit Agreement, each Lender and each applicable Class of
Lenders required thereby).  Any agreement
by any Lender or the Administrative Agent to extend an Applicable Forbearance
Period, if any, or enter into any other waiver, forbearance or amendment, must be
set forth in writing and signed by a duly authorized signatory of the
Administrative Agent and the Required Lenders (or, if required by Section 10.01
of the Credit Agreement, each Lender and each applicable Class of Lenders
required thereby).  The Borrower and the
other Credit Parties each acknowledge that the Lenders and the Administrative
Agent have not made any assurances concerning any possibility of an extension
of an Applicable Forbearance Period or the entering into of any waiver,
forbearance or amendment.


 


(d)            Limitations on
Additional Extensions of Credit.  The Borrower and the other Credit Parties each
acknowledge and agree that (i) no additional Loans or other financial
accommodation under the Credit Agreement shall be made by the Lenders (including
the L/C Issuers) to the Borrower other than during the period commencing on the
Second Forbearance Effective Date and ending on the earlier of the Holding
Company Forbearance Termination Date and July 31, 2009, the renewal,
extension or amendment of Letters of Credit; provided that the aggregate
Revolving Credit Exposure of the Revolving Credit Lenders and the L/C
Obligations of the Borrower shall not increase after giving effect to such
renewal, extension or amendment as provided above and (ii) all L/C
Obligations shall be Cash Collateralized (in an amount equal to the then
Outstanding Amount of such L/C Obligations) in the manner contemplated by Section 2.03(g) of
the Credit Agreement (but without regard to whether such Cash Collateralization
is expressly required by such Section) pursuant to the LC Cash Collateral
Agreement. In connection with any financial accommodations incurred or extended
pursuant to the Credit Agreement as permitted by clause (i) of the
preceding sentence, the conditions specified in Section 4.02 of the Credit
Agreement shall be required to be satisfied; provided that solely for
such purposes (x) any representations and warranties (i) pursuant to Section 5.05(b) of
the Credit Agreement shall not be required to be made and (ii) pursuant to
Section 5.07 of the Credit Agreement shall be deemed modified so that the
representation excludes the effects of defaults under the Existing Notes
Indentures solely as a result of the existence of one or more Specified
Defaults, (y) no Specified Default shall be deemed to constitute a Default
or Event of Default for purposes of the representation and warranty contained
in the second sentence of Section 5.07 of the Credit Agreement, and (z) no
Specified Default shall be deemed to constitute a Default or Event of Default
(the items included in (x), (y) and (z), the “Permitted Exceptions”).


 


(e)             Certain
Definitions.  As used in
this Second Forbearance Agreement, the following terms shall have the meanings
set forth below:


 


“Amended and Restated Credit Agreement”
means, collectively, the amendment and restatement of the Credit Agreement and
certain other Loan Documents on the terms and conditions contemplated by the
Plan.


 


“Applicable Forbearance Period” means (i) with
respect to each Holding Company, the Holding Company Forbearance Period, and (ii) with
respect to each Credit Party (other than the Debtor Credit Parties), the Other
Credit Party Forbearance Period.


 


“Applicable Forbearance Termination Date”
means (i) with respect to each Holding Company and the Holding Company
Forbearance Period, the Holding Company Forbearance Termination Date, and (ii) with
respect to each Credit Party (other than the Debtor Credit Parties) and the
Other Credit Party Forbearance Period, the Other Credit Party Forbearance
Termination Date.


 


4

















 


“Bankruptcy Code” means United States
Code entitled “Bankruptcy”, as now and/or hereinafter effect or any successor
thereto.


 


“Borrower Chapter 11 Case” means the
case to be, or thereafter that has been, commenced by the Borrower under
chapter 11 of the Bankruptcy Code.


 


“Cash Collateral Stipulation” means
the Interim Cash Collateral Stipulation and/or the Final Cash Collateral
Stipulation, as the context may require.


 


“Chapter 11 Cases” means the Borrower
Chapter 11 Case and the Holding Company Chapter 11 Cases.


 


“CMBS Subsidiary Chapter 11 Case”
means the case to be, or thereafter that has been, commenced by each of the
CMBS Subsidiaries under chapter 11 of the Bankruptcy Code.


 


“Confirmation Order” means the
confirmation order in the Chapter 11 Cases confirming the Plan in form and substance satisfactory to the
Requisite Lenders.


 


“Debtor Credit Parties” means the
Borrower, the Holding Companies and, on and after the commencement of the Other
Chapter 11 Cases, River Central and Tropicana Station.


 


“Existing Notes Indentures” means,
collectively, the Existing Senior Notes Indentures and the Existing Senior
Subordinated Notes Indentures.


 


“Final Cash Collateral Stipulation”
means the final order for, inter alia, use
of cash collateral, adequate protection and post-petition debtor-in-possession
financing in the form of the Interim Cash Collateral Stipulation (with such
technical modifications thereto to reflect its “final order” status), as the
same may be amended or modified from time to time with the consent of the
Borrower and the Required Lenders.


 


“Forbearance Default” means (i) the
occurrence of any Event of Default (including, without limitation, the failure
to pay accrued but unpaid interest on the Loans and scheduled repayments of the
Term Loans when and as due but excluding the Specified Defaults), or (ii) any
representation, warranty or certification made or deemed made by the Borrower
or any other Credit Party in connection with this Second Forbearance Agreement
(other than the Permitted Exceptions) shall be false in any material respect on
the date as of which made or deemed made.


 


“Holding Company Forbearance Period”
means the period beginning on the Second Forbearance Effective Date and ending
on the earliest to occur of (i) the Other Credit Party Forbearance
Termination Date, (ii) the commencement of the Borrower Chapter 11 Case, (iii) the
trustee, agent or any of the holders of the Existing Notes or any other Junior
Financing commence an involuntary bankruptcy proceeding against the Borrower,
and (iv) the commencement of the Holding Company Chapter 11 Cases (the
earliest to occur of clauses (i), (ii), (iii) or (iv) being the “Holding
Company Forbearance Termination Date”).


 


“Holding Company Forbearance Termination
Date” has the meaning provided in the definition of Holding Company
Forbearance Period.


 


5

















 


“Holding Company Chapter 11 Cases”
means the cases to be, or thereafter that has been, commenced by the Holding
Companies under chapter 11 of Bankruptcy Code.


 


“Interim Cash Collateral Stipulation”
means the interim order for, inter alia, use
of cash collateral, adequate protection and post-petition debtor-in-possession
financing in the form of Exhibit E hereto, as the same may be
amended or modified from time to time with the consent of the Borrower and the
Required Lenders.


 


“Non-Funding Lender” means each
Revolving Credit Lender that failed to fund Revolving Credit Loans requested by
the Borrower pursuant to that certain Committed Loan Notice, dated December 18,
2008, in respect of a Revolving Credit Borrowing aggregating $11,579,210.90.


 


“Other Chapter 11 Cases” means the
cases to be, or thereafter that has been, commenced by each of River Central
and Tropicana Station under chapter 11 of the Bankruptcy Code.


 


“Other Credit Party Forbearance Period”
means the period beginning on the Second Forbearance Effective Date and ending
on the earliest to occur of:


 


(i)                                     any Forbearance Default;


 


(ii)                                  the Administrative Agent’s
receipt from the Borrower of a Payment Notice or the making of any payment
(including interest) on the Existing Notes or any other Junior Financing by the
Loan Parties, any of their Subsidiaries or the Permitted Holders;


 


(iii)                               any Credit Party shall make
any payment to or for the benefit of the trustee, agent or any of the holders
of the Existing Notes under any Existing Notes Indentures in the form of a
consent fee, waiver fee or forbearance fee, or otherwise (other than (x) fees
and expenses payable to legal and financial advisors which the Borrower is
contractually obligated to reimburse as of the Second Forbearance Effective
Date and (y) trustee and similar fees and expenses payable to the trustee
under each Existing Notes Indenture (in its capacity as such) in accordance
with the terms of the Existing Notes Indentures), without the express written
consent of the Required Lenders;


 


(iv)                              the trustee, agent or any of
the holders of the Existing Notes or any other Junior Financing commence an
involuntary bankruptcy proceeding against the Borrower which is neither
dismissed nor converted to a voluntary chapter 11 proceeding of the Borrower
prior to the earlier of (i) entry of an order for relief in such
involuntary proceeding and (ii) the 60th day after the date of filing of
the involuntary petition;


 


(v)                                 11:59 p.m. (New York
City time) on July 31, 2009, unless the Petition Filing Date shall have
occurred at or prior to such time;


 


(vi)                              11:59 p.m. (New York
City time) on January 31, 2010, unless the Plan and the Confirmation Order
shall have become effective at or prior to such time (such time of
effectiveness, the “Plan Effective Time”);


 


6

















 


(vii)                           any amendments or
modifications to the Plan or the Confirmation Order having been made after the
Plan Effective Date (other than technical modifications that are not adverse to
the interests of the Lenders) without the consent of the Required Lenders (or,
to the extent required by the Bankruptcy Code, Bankruptcy Rules or other
applicable law, the Requisite Lenders);


 


(viii)                        the earlier of (a) 10
days following the Plan Effective Time and (b) February 10, 2010,
unless the restructuring transactions contemplated by the Plan (including the entering
into of the Amended and Restated Credit Agreement) shall have been consummated
on the terms and conditions provided in the Plan;


 


(ix)                                11:59 p.m. (New York
City time) on the sixth Business Day following the Petition Filing Date, unless
the Interim Cash Collateral Stipulation shall have been entered by the
applicable bankruptcy court on an “interim order” basis at or prior to such
time;


 


(x)                                   11:59 p.m. (New York
City time) on the 30th day following the Cash Collateral Stipulation Effective
Date for the Interim Cash Collateral Stipulation (or such later date as shall
be acceptable to the Administrative Agent in its sole discretion), unless the
Final Cash Collateral Stipulation shall have been entered by the applicable
bankruptcy court on an “final order” basis at or prior to such time;


 


(xi)                                the occurrence of any Event
of Default under, and as defined in, the Cash Collateral Stipulation;


 


(xii)                             amendments, modifications,
alterations, rejections and/or terminations to or of the Master Lease and/or
any Casino Sublease that, when taken as a whole, are adverse to the interests
of the Lenders in any material respect (as determined by the Required Lenders),
unless otherwise consented to by the Required Lenders;


 


(xiii)                          the Debtors (as defined in
the Cash Collateral Stipulation) shall propose any plan of reorganization which
fails to provide for treatment consistent with the Plan or solicit ballots for
any such plan, or the Debtors (as so defined) shall take any action in support
of such a plan; and


 


(xiv)                         fifteen (15) Business Days
after delivery of written notice by the Administrative Agent (acting at the
direction of Required Lenders (determined for this purpose only as if the
reference to 50% in the definition thereof were instead 66-2/3%)) to any Loan
Party of the occurrence of a Material Adverse Effect in respect of the
Guarantors, taken as a whole.


 


“Other Credit Party Forbearance
Termination Date” means the first to occur of the times or events described
in clauses (i) through (xiv) in the definition of Other Credit Party
Forbearance Period.


 


“Payment Notice” has the meaning
provided in Section 4(g).


 


“Permitted Exceptions” has the meaning
provided in Section 2(d).


 


7

















 


“Petition Filing Date” means the date
upon which the Borrower’s Chapter 11 Case, the Holding Company Chapter 11 Cases
and the CMBS Subsidiary Chapter 11 Cases are commenced by the filing of a
voluntary petition or the voluntary conversion of an involuntary bankruptcy
petition.


 


“Plan” means a chapter 11 plan of reorganization in form
and substance satisfactory to the Requisite Lenders filed with the applicable
bankruptcy court in the Chapter 11 Cases.


 


“Plan Effective Time” has the meaning
provided in the definition of “Other Credit Party Forbearance Period”.


 


“Pre-Forbearance Default” means any
Event of Default described in items (i), (iii) and (vi) of Exhibit B
hereto.


 


“Requisite Lenders” means, as of any
date of determination, Lenders (i) which hold at least 66-2/3% of the sum
of (x) the Total Outstandings (with the aggregate amount of each Lender’s risk
participation and funded participation in L/C Obligations and Swing Line Loans
being deemed “held” by such Lender for purposes of this definition) on such
date and (y) the aggregate unused Revolving Credit Commitments (if any) on
such date, in each case that vote in connection with the approval of the
Amended and Restated Credit Agreement and the Plan in the Chapter 11 Cases and (ii) represent
more than 50% in number of the Lenders that vote in connection with the
approval of Amended and Restated Credit Agreement and the Plan in the Chapter
11 Cases.


 


“River Central” means River Central,
LLC, a limited liability company organized under the laws of Nevada and an
Immaterial Subsidiary of the Borrower.


 


“Second Forbearance Effective Date”
has the meaning provided in Section 17.


 


“Specified Default” means any Event of
Default described on Exhibit B hereto.


 


“Tropicana Station” means Tropicana
Station, LLC, a limited liability company organized under the laws of Nevada
and an Immaterial Subsidiary of the Borrower.


 


SECTION 3.                                Amendments
and Consents to Credit Agreement.  Effective as of and for the period commencing
on the Second Forbearance Effective Date, the following provisions of the
Credit Agreement shall be modified as set forth below (which modifications are
in addition to those amendments, modifications and waivers contained in the
First Forbearance Agreement and this Second Forbearance Agreement, which shall
remain in full force and effect).  For
the avoidance of doubt, the Credit Agreement shall remain modified as set forth
in this Section 3 after each Applicable Forbearance Termination Date, and
the modifications in this Section 3 shall not operate as a waiver of any
Default or Event of Default.


 


(a)             Amendments to Section 1.01.  (i) The definition of “Cash Collateral Stipulation”  is
amended by inserting the word “Second” immediately prior to the text “Forbearance
Agreement”.


 


(ii)                                  The definition
of “CAO Certification”  is
amended by deleting the text “Potential Specified Defaults (as defined in the
Forbearance” therein and inserting the text “Specified Defaults (as defined in
the Second Forbearance” in lieu thereof.


 


8

















 


(iii)                               The definition
of “Immaterial Subsidiaries” is amended by
inserting the following text immediately prior to the period (“.”) at the end
of said definition:


 


“provided, further,
that in no event shall Past Enterprises constitute (or be permitted to be
designated as) an Immaterial Subsidiary for purposes of this Agreement or any
other Loan Document.”.


 


(iv)                              The definition
of “Loan Document” is amended by deleting
the text “and the Forbearance Agreement” and inserting the text “, the
Forbearance Agreement, the Second Forbearance Agreement and the LC Cash
Collateral Agreement” in lieu thereof.


 


(v)                                 The following
new definitions are hereby added in the appropriate alphabetical order:


 


“Borrower Forbearance
Termination Date” has the meaning assigned to that term in the
Forbearance Agreement. It is understood and agreed that the “Borrower
Forbearance Termination Date” occurred on May 29, 2009.


 


“Cash Collateral
Stipulation Effective Date” means the date of the entry of the
Interim Cash Collateral Stipulation or the Final Cash Collateral Stipulation,
as the context may require, by the appropriate bankruptcy court.


 


“LC Cash Collateral
Agreement” means that certain Cash Collateral Agreement, dated as of
March 2, 2009, by and among the Borrower, the Administrative Agent and
Deutsche Bank Trust Company Americas, as Account Custodian.


 


“Past Enterprises”
means Past Enterprises, Inc., an Arizona corporation.


 


“Petition Filing Date”
has the meaning assigned to that term in the Second Forbearance Agreement.


 


“Second Forbearance
Agreement” means the Second Forbearance Agreement; and Second
Amendment to the Credit Agreement, dated as of July 28, 2009, by and among
the Borrower, the Holding Companies, the other Loan Parties, the Lenders party
thereto and the Administrative Agent.


 


“Second Forbearance Effective
Date” has the meaning assigned to that term in the Second
Forbearance Agreement.


 


(b)            Amendments to Section 2.05.  (i) Section 2.05(a) is amended
by deleting clause (iv) thereof and inserting the following new clause (iv) in
lieu thereof:


 


“(iv)          It is
understood and agreed that (x) for all periods from and after the
Forbearance Effective Date and prior to the Second Forbearance Effective Date,
the application of prepayments as provided in Section 2.05(a) shall
be subject to the express requirements of Section 4(b) of the
Forbearance Agreement and, in the event of any conflict or inconsistency, the
provisions of said Section 4(b) of the Forbearance Agreement shall
control, and (y) for all periods from and after the Second Forbearance
Effective Date and prior to the Holding Company Forbearance Termination Date,
the application of prepayments as provided in Section 2.05(a) shall
be subject to the express requirements of Section 4(b) of


 


9
















 


the Second Forbearance Agreement and, in the event of any conflict or
inconsistency, the provisions of said Section 4(b) of the Second
Forbearance Agreement shall control.”.


 


(ii) 
Section 2.05(b)(iii) is amended by inserting the text “(other than
the DIP Financing (as defined in the Cash Collateral Stipulation))” immediately
following the word “Indebtedness” in said Section.


 


(c)             Amendment to Section 2.12.  Section 2.12 is amended by deleting
clause (h) of said Section in its entirety and inserting the following
new clause (h) in lieu thereof:


 


“(h) Notwithstanding
anything to the contrary contained above in this Section 2.12 or elsewhere
in this Agreement, on and after the Cash Collateral Stipulation Effective Date,
certain cash payments made by the Loan Parties to the Administrative Agent
shall be applied in accordance with the terms of the Cash Collateral
Stipulation as (and to the extent) required thereby.”.


 


(d)            Amendment to Section 8.01.  Section 8.01 is amended by deleting
subsection (p) at the end of said Section and inserting the following
subsection (p) in lieu thereof:


 


“(p) Second Forbearance Agreement. The Borrower or any Loan Party
shall fail to comply with any term, covenant or condition contained in Section 2,
4, 5, 6, 8, 17 or 18 of the Second Forbearance Agreement (with
time being of the essence); provided that, with respect
to any default in the performance of or compliance with any term contained in
paragraphs (c) and (d) of Section 4 of the Second Forbearance
Agreement, such default shall not have been remedied or waived within five
Business Days after notice of such default from the Administrative Agent.”.


 


(e)             Consent to Cash Collateral
Stipulation and Amendment to LC Cash Collateral Agreement.  The Lenders hereby (i) consent to the
terms of each Cash Collateral Stipulation and the transactions contemplated
thereby (including, without limitation, the use of cash collateral and the
post-petition debtor-in-possession financing contemplated thereby), subject to
the approval by the Required Lenders of amendments and/or modifications to the
same from time to time as contemplated by the definition of “Interim Cash
Collateral Stipulation” or “Final Cash Collateral Stipulation”, as applicable,
and (ii) consent to the amendment to the LC Cash Collateral Agreement in
the form of Exhibit G hereto and authorize the Administrative Agent
to enter into such amendment.


 


(f)               Special Notice to Loan Parties, etc.  (i) The
Administrative Agent hereby gives notice to the Credit Parties pursuant to Section 3.03(b) of
the Guaranty, Section 5.03(b) of the Security Agreement, Section 5.03(b) of
the Pledge Agreement and Section 4.03(b) of the Intellectual Property
Security Agreement that all Indebtedness owed by each Guarantor to any
Subsidiary is fully subordinated to the payment of the respective “Obligations”
on the terms described in the resepctive Loan Document.


 


(ii) The Credit
Parties, the Administrative Agent and the Lenders hereby agree that any
provisions of any Loan Document which require delivery of notice to the
Borrower (including, without limitation, Sections 4.01 and 6.15 of the Security
Agreement) and not other Loan Parties are hereby deemed modified to permit the
giving of notice to Past Enterprises (in lieu of the Borrower).


 


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SECTION 4.                                Supplemental
Terms, Conditions and Covenants On and After the Second Forbearance Effective
Date.


 


The
Credit Parties hereto hereby agree to comply with the following terms,
conditions and covenants from and after the Second Forbearance Effective Date,
in each case notwithstanding any provision to the contrary set forth in this
Second Forbearance Agreement, the Credit Agreement or any other Loan Document:


 


(a)             Specified
Defaults.  Each of the
Pre-Forbearance Defaults constitutes an Event of Default on and after the
Second Forbearance Effective Date.  Each
of the other Specified Defaults (other than (w) the events described in
item (ii) on Exhibit B, until the occurrence of the applicable
date specified therein, (x) the events described in items (iii) and (iv) on
Exhibit B, until the holders of the relevant Existing Notes (or the
trustee on behalf of such holders) shall have the right to accelerate such
Existing Notes, (y) the events described in item (v) on Exhibit B,
until the occurrence the filing of the Borrower Chapter 11 Case and (z) the
events described in item (vii) on Exhibit B, until the
occurrence the filing of the Holding Company Chapter 11 Cases) shall be deemed
to be an Event of Default from and after the Other Credit Party Forbearance
Termination Date.


 


(b)            Prepayments.  From and after the Second Forbearance
Effective Date and prior to the Petition Filing Date, all voluntary prepayments
of the Loans shall be applied ratably to (i) repay principal of outstanding
Revolving Credit Loans and L/C Borrowings (and after same have been repaid in
full, to repay and/or Cash Collateralize L/C Obligations not then Cash
Collateralized) and (ii) repay outstanding principal of Term Loans, with (x) the
amount to be allocated pursuant to preceding clause (i) to equal the
amount of the respective aggregate amount to be prepaid multiplied by a
fraction the numerator of which is the aggregate Revolving Credit Exposure of
all Revolving Credit Lenders at such time (less the amount of any L/C
Obligations which have theretofore been, and are at that time, Cash
Collateralized) and the denominator of which is the sum of such numerator plus
the aggregate principal amount of then outstanding Term Loans, and (y) the
amount to be applied pursuant to preceding clause (ii) to equal the
aggregate amount to be so prepaid multiplied by a fraction the numerator of
which is the aggregate principal amount of then outstanding Term Loans and the
denominator of which is the same as the denominator described in preceding
clause (x).  On and after the Cash
Collateral Stipulation Effective Date, certain cash payments described in the
Cash Collateral Stipulation shall be applied in accordance with the
requirements of the Cash Collateral Stipulation.


 


(c)             Cooperation and
Access.  The Borrower shall cooperate
reasonably and in good faith with the Administrative Agent, Blackstone Advisory
Services, L.P. (together with any successor or replacement selected by the
Administrative Agent or its counsel, the “Lender Financial Advisor”) and
such other professional advisors retained from time to time by the
Administrative Agent, in providing access to the Loan Parties’ books and
records, other information relating to their business and financial affairs,
properties and senior management team upon reasonable prior notice, during
regular business hours and for reasonable durational periods. Notwithstanding
the foregoing, the Lender Financial Advisor shall not have access to any area
or information with respect to which such access is prohibited or restricted by
applicable Gaming Laws, nor shall the Lender Financial Advisor have access to
marketing or patron tracking data or other similar trade secret data that is
not relevant to measurement of the financial performance of the Borrower or its
Subsidiaries and joint ventures.


 


(d)            Financial and
Other Information.  In addition
to the financial statements and other reports required to be provided under the
Credit Agreement, the Borrower shall deliver to the Administrative Agent (and,
in the case of clause (iv) below, take the other actions specified
therein):


 


(i)                on Wednesday (or the
immediately succeeding Business Day if Wednesday is not a Business Day) of each
week, a rolling 13-week consolidated cash flow forecast of the Borrower and its
Restricted Subsidiaries, in the form set forth on Exhibit C (the “13-Week


 


11

















 


Cash Flow Forecast”), with each
delivery of the 13-Week Cash Flow Forecast to be deemed to be a representation
by the Borrower that such 13-Week Cash Flow Forecast has been prepared based
upon good faith estimates and assumptions that the Borrower believes were
reasonable at the time made (it being understood and agreed that such 13-Week
Cash Flow Forecast is not to be viewed as fact and that actual results during
the period or periods covered thereby may differ from such projected results)
and to be accompanied by a certification of the chief financial officer or such
other financial officer that is a Responsible Officer that such 13-Week Cash
Flow Forecast has been prepared based upon good faith estimates and assumptions
that the Borrower believes were reasonable at the time made (it being
understood and agreed that such 13-Week Cash Flow Forecast is not to be viewed as
fact and that actual results during the period or periods covered thereby may
differ from such projected results);


 


(ii)             on Wednesday (or the
immediately succeeding Business Day if Wednesday is not a Business Day) of each
week, a variance report showing on a line item basis the percentage and dollar
variance of actual cash disbursements and cash receipts for the prior week from
the amounts set forth for such week in the applicable 13-Week Cash Flow
Forecast;


 


(iii)          as soon as available and in
any event within thirty (30) days (or, in the case of the MD&A referred to
below, forty (40) days) after the end of each month ending on and after the
month ending June 30, 2009, the unaudited consolidated balance sheet of
the Borrower and its Restricted Subsidiaries as of the end of such month and
the related unaudited consolidated statements of income of the Borrower and its
Restricted Subsidiaries for such month and for the portion of the Borrower’s
fiscal year then elapsed, setting forth in respect of the consolidated
statements of income in comparative form the corresponding figures for the
preceding fiscal year and commencing with the financial statements for the
month ended February 28, 2009, the corresponding projected statements of
income set forth in the Long-Term Business Plan, together with a CAO
Certification and, with respect to the last month of each fiscal quarter,
MD&A with respect to the foregoing; and


 


(iv)         the other financial
information described on Exhibit F hereto and take the other
actions specified therein, in each case within the time frames specified
therefor on Exhibit F.


 


(e)             Draft of
Long-Term Business Plan.  The
Borrower shall deliver a long-term business plan (the “Long-Term Business
Plan”) to the Administrative Agent by no later than July 28, 2009,
which shall include (i) forecasted consolidated balance sheets (assuming a
static capitalization) and forecasted consolidated statements of income and
cash flows of the Borrower and its Restricted Subsidiaries for the next
succeeding three fiscal years and (ii) forecasted consolidated statements
of income and cash flows of the Borrower and its Restricted Subsidiaries for
each month of the fiscal year ending in 2009.


 


(f)               Prohibition on
Assignments and Participations.  From and after the Second Forbearance
Effective Date, the Credit Parties, the Equity Investors, the Permitted Holders
and each of their respective Affiliates shall be prohibited from purchasing (by
assignment, participation or otherwise), in whole or in part, any Commitment,
Loan, Letter of Credit or any other Obligation.


 


(g)            Subordinated
Indebtedness Payments.  The
Borrower shall give the Administrative Agent 5 Business Days’ prior notice of
its intent to make any payment (including any payment of interest) with respect
to any Existing Notes or any other Junior Financing (the “Payment Notice”).


 


12

















 


(h)            Restrictions on
Cure Rights; Accordion. 
Notwithstanding anything in the Credit Agreement to the contrary, the
Borrower shall not, directly or indirectly, (x) exercise any “equity cure
right” described in Section 8.05 of the Credit Agreement, or (y) request,
effect or incur any Revolving Commitment Increase or any Incremental Term Loans
pursuant to Section 2.14 of the Credit Agreement.


 


(i)                Additional
Restrictions. 
Notwithstanding anything in the Credit Agreement to the contrary (but
subject to the additional restrictions in the immediately succeeding sentence),
from and after Second Forbearance Effective Date, the Borrower shall not, nor
shall it permit any of its Restricted Subsidiaries to, directly or indirectly, (A) incur
any Indebtedness, (B) create or incur any new Liens, (C) make any
Investments, (D) make any Restricted Payments, or (E) consummate any
Disposition, except, in the case of each such clause, in the ordinary course of
business and, in the case of Investments or Dispositions by a Loan Party that
is not an Immaterial Subsidiary in or to a Loan Party that is an Immaterial
Subsidiary, consistent with past practices or as otherwise permitted by Cash
Collateral Stipulation and the “Budget” referred to therein; provided, however,
that the Borrower and its Restricted Subsidiaries shall in any event be
permitted to (x) incur Indebtedness permitted under Sections 7.03(f), (m),
(o), (p) and (q) of the Credit Agreement, (y) create or incur
Liens permitted under Sections 7.01(c), (d), (e), (f), (g), (l) and (t) of
the Credit Agreement and (z) the Borrower may incur Postpetition Financing
(as defined in the Cash Collateral Stipulation) from Vista Holdings, LLC and
postpetition intercompany debt from Past Enterprises, in each case on the terms
and conditions provided in the Cash Collateral Stipulation.  Furthermore, from and after the Second
Forbearance Effective Date, (i) the Borrower and its Restricted
Subsidiaries may not take any action that would be prohibited by the express
terms of the Credit Agreement at any time while a Default or Event of Default
is in existence, (ii) no payments of the type described in Section 7.08(m) of
the Credit Agreement may be made to the Holding Company or the Equity
Investors, (iii) the Borrower and its Restricted Subsidiaries shall not
enter into, or commit to enter into, any Permitted Acquisition or
sale-leaseback transaction, (iv) the Borrower may not designate any
Restricted Subsidiary as an “Unrestricted Subsidiary” or an “Immaterial
Subsidiary” pursuant to Section 6.14 of the Credit Agreement, (v) no
payments of the type described in Sections 7.08(f) and (h) of the
Credit Agreement may be made to employees or principals of the Permitted
Holders providing services to the Borrower (including in their capacity as
members of the Borrower’s Board of Directors); provided,
however, that the payment of reasonable
out-of-pocket costs of and provisions of indemnities to such persons shall
continue to be permitted as provided in Section 7.08(h) of the Credit
Agreement, (vi) no Restricted Subsidiary shall make any Investment in, or
Restricted Payment or Disposition to, the Borrower, except for (x) at any
time prior to the Cash Collateral Stipulation Effective Date, Investments in
the Borrower in the ordinary course of business and consistent with past
practices and (y) at any time on and after the Cash Collateral Stipulation
Effective Date, Investments and/or Restricted Payments permitted to be made by
Past Enterprises pursuant to the terms of the Cash Collateral Stipulation, (vii) on
and after the Cash Collateral Stipulation Effective Date, neither the Borrower
nor any of its Restricted Subsidiaries may make any Investment in, or
Restricted Payment to, any Person (including River Central, Tropicana Station
and any Unrestricted Subsidiary), except as provided in the Cash Collateral
Stipulation and the “Budget” referred to therein, and (ix) Past
Enterprises shall not merge, dissolve, consolidate with or into another Person
or conduct, transact or otherwise engage in any business other than (1) the
maintenance of its legal existence, (2) the performance of the Loan
Documents to which it is a party and (3) the performance of treasury
functions and related activities as described in the Cash Collateral
Stipulation. For purposes of this clause (i), the term “Indebtedness” as used
herein shall exclude the effects of clause (B) of the second sentence of
the definition of “Indebtedness” contained in the Credit Agreement.


 


(j)                Fees and
Expenses.  (i) The
Borrower and, if the Borrower is prohibited from doing so by Applicable Law,
the Guarantors shall pay within 10 days of receipt of an invoice therefor


 


13

















 


(subject
to redaction to protect privileges or other confidential communications) all
reasonable fees and expenses to be paid to White & Case LLP, Simpson
Thacher and Bartlett LLP, McDonald Carano Wilson LLP and the Lender Financial
Advisor.


 


(ii)                                  The Borrower
and the Guarantors jointly and severally agree to pay for the account of each
Consenting Lender (as defined below) a non-refundable cash fee (the “Deferred
Forbearance Fee”) in Dollars in an aggregate amount equal to 125 basis
points (1.25%) on an amount equal to the sum of (i) the aggregate
principal amount of the Loans of such Consenting Lender plus (ii) such
Consenting Lender’s Pro Rata Share of all L/C Obligations and Swing Line Loans plus
(iii) such Consenting Lender’s unused Revolving Credit Commitment, in each
case as outstanding or in effect at 11:00 A.M. (New York City time) on July 28,
2009, which Deferred Forbearance Fee shall be (x) earned by such
Consenting Lender on the Second Forbearance Effective Date and (b) payable
to such Consenting Lender on the date (and subject to the occurrence) of the
effectiveness of the Amended and Restated Credit Agreement.


 


(k)             Special
Guarantor Covenants.  The
Guarantors hereby (i) reaffirm their guaranty of the due and punctual payment
of the Obligations (as defined in the Guaranty) when the same come due (whether
before or after the Petition Filing Date) pursuant to the Guaranty, (ii) reaffirm
their covenants and agreements in Section 2.11 of the Guaranty (to which
they shall be bound both before and after the Petition Filing Date), and (iii) covenant
and agree (without limiting the generality of the foregoing) at all times on
and after the Petition Filing Date to perform and comply with all terms,
covenants and agreements contained in this Second Forbearance Agreement and
Articles II, III and X of the Credit Agreement directly applicable to the
Borrower as if the same were directly applicable to the Guarantors (which are
incorporated herein mutatis mutandi
as if set forth herein in their entirety). 
Past Enterprises, for its part, hereby covenants and agrees (without
limiting the generality of the foregoing) to perform all obligations of the
Borrower described in Sections 3(a), (c) and (d) of the Security
Agreement (and similar obligations of the Borrower in other Collateral
Documents) as if the same were directly applicable to Past Enterprises.


 


(l)                Filing of
Chapter 11 Cases.  If the
Borrower elects to commence a Borrower Chapter 11 Case or the Holding Companies
elect to commence a Holding Company Chapter 11 Case, the Borrower and the
Holding Companies shall cause the Borrower Chapter 11 Case, all Holding Company
Chapter 11 Cases, all CMBS Subsidiary Chapter 11 Cases and all Other Chapter 11
Cases to be commenced in Reno, Nevada on the same day.


 


SECTION 5.                                Representations, Warranties And
Covenants Of The Borrower and The Other Credit Parties.


 


To
induce the Lenders and the Administrative Agent to execute and deliver this
Second Forbearance Agreement, each of the Borrower and the other Credit Parties
represents, warrants and covenants that:


 


(a)             Organization
and Powers.  Each Credit
Party (a) is a corporation, limited liability company or limited
partnership, duly organized or formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or organization, (b) has
all requisite power and authority to (i) own or lease its assets and carry
on its business and (ii) execute and deliver, and perform its obligations
under, this Second Forbearance Agreement, (c) is duly qualified and in
good standing under the Laws of each jurisdiction where its ownership, lease or
operation of properties or the conduct of its business requires such
qualification, (d) is in compliance with all Laws, orders, writs,
injunctions and orders, and (e) has all requisite governmental licenses,
authorizations, consents and approvals to operate its business as currently
conducted; except in each case referred to in clause


 


14

















 


(c),
(d) or (e), to the extent that failure to do so could not reasonably be
expected to have a Material Adverse Effect.


 


(b)            Authorization
of Agreement; No Conflict.  The
execution, delivery and performance of this Second Forbearance Agreement by
each Credit Party is within such Credit Party’s corporate or other powers, has
been duly authorized by all necessary corporate or other organizational action,
and does not and will not (a) contravene the terms of any of such Credit
Party’s Organization Documents, (b) 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 (i) (x) any Existing
Notes Documentation or (y) any other Contractual Obligation to which such
Credit Party is a party or affecting such Credit Party or the properties of
such Credit Party or any of its Subsidiaries or (ii) any material order,
injunction, writ or decree of any Governmental Authority or any arbitral award
to which such Loan Party or its property is subject; or (c) violate any
material Law.


 


(c)             Governmental
Consents.  No material
approval, consent, exemption, authorization, or other action by, or notice to,
or filing with, any Governmental Authority or any other Person is necessary or
required in connection with (a) the execution, delivery or performance by,
or enforcement against, any Credit Party of this Second Forbearance Agreement
or (b) the exercise by the Administrative Agent or any Lender of its
rights under this Second Forbearance Agreement, except for those approvals,
consents, exemptions, authorizations or other actions, notices and filings
which have been duly obtained, taken, given or made and are in full force and
effect.


 


(d)            Binding
Obligation.  This Second
Forbearance Agreement has been duly executed and delivered by each Credit
Party.  This Second Forbearance Agreement
constitutes a legal, valid and binding obligation of such Credit Party,
enforceable against each such Credit Party in accordance with its terms, except
as such enforceability may be limited by Debtor Relief Laws and by general
principles of equity.


 


(e)             Incorporation
of Representations and Warranties and Covenants from Loan Documents.  Except with respect to the Pre-Forbearance
Defaults and the Permitted Exceptions, the representations and warranties
contained in the Credit Agreement and each of the other Loan Documents are and
will be true, correct and complete in all material respects on and as of the
Second Forbearance Effective Date to the same extent as though made on and as
of that date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true, correct
and complete in all material respects on and as of such earlier date, and each
of the agreements and covenants in the Credit Agreement and the other Loan
Documents is hereby reaffirmed with the same force and effect as if each were
separately stated herein and made as of the date hereof.


 


(f)               Absence of
Default.  As of the Second Forbearance Effective
Date, (x) no Default or Event of Default has occurred or is continuing
under the Credit Agreement or any other Loan Document (other than the
Pre-Forbearance Defaults) and (y) except solely with respect to the Specified
Events described in item (ii) of Exhibit A as to each issue of
Existing Notes, no “Default” or “Event of Default” (as those terms are defined
in the Existing Notes Indentures) has occurred or is continuing in respect of
the Existing Notes.


 


(g)            Collateral. The Lenders’
and the Administrative Agent’s security interests in the Collateral (to the
extent required pursuant to the Collateral and Guaranty Requirement) continue
to be valid, binding, and enforceable first-priority security interests which
secure the Obligations (subject only to the Permitted Liens).


 


15

















 


(h)            True and
Complete Disclosure.  All factual
information (taken as a whole) furnished by or on behalf of any Credit Party in
writing to the Administrative Agent or any Lender for purposes of or in
connection with this Second Forbearance Agreement or any transaction
contemplated herein or therein is, and all other such factual information
(taken as a whole) hereafter furnished by or on behalf of any Credit Party in
writing to the Administrative Agent or any Lender will be, true and accurate in
all material respects on the date as of which such information is dated or
certified and not incomplete by omitting to state any fact necessary to make
such information (taken as a whole) not misleading in any material respect at
such time in light of the circumstances under which such information was
provided, provided that, with respect to projected
financial information and pro forma financial information, the Credit Parties
represent only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time of preparation; it being
understood that such projections may vary from actual results and that such
variances may be material.


 


SECTION 6.                                Ratification
of Liabilities, etc..  (a) Each
of the Borrower and the other Credit Parties hereby ratifies and reaffirms all
of its payment and performance obligations and obligations to indemnify,
contingent or otherwise, under this Second Forbearance Agreement and each other
Loan Document to which such Person is a party, and each such party hereby
ratifies and reaffirms its grant of Liens on its properties pursuant to such
Loan Documents to which it is a party as security for the Obligations, and
confirms and agrees that such Liens hereafter secure all of the
Obligations.  Each Guarantor acknowledges
the effectiveness and continuing validity of the Guaranty and its liability for
the Obligations pursuant to the terms of the Guaranty and that such Obligations
are without defense, setoff and counterclaim.


 


(b)                                 Each Credit
Party (i) acknowledges receipt of a copy of this Second Forbearance
Agreement and all other agreements, documents and instruments executed and/or
delivered in connection herewith, (ii) consents to the terms and
conditions of same without prejudice to any Credit Party’s liability pursuant
to any of the Loan Documents, (iii) agrees and acknowledges that each of
the Loan Documents remains in full force and effect, that such Credit Party’s
obligations thereunder are without defense, setoff and counterclaim and that
each of the Loan Documents is hereby ratified and confirmed, and (iv) ratifies
and reaffirms each waiver of such Credit Party set forth in the Loan Documents
to which it is a party.


 


SECTION 7.                                Reference
To And Effect Upon The Credit Agreement.  (a) Except as expressly modified hereby,
all terms, conditions, covenants, representations and warranties contained in
the Credit Agreement and other Loan Documents, and all rights of the Lenders
and the Administrative Agent and all of the Obligations, shall remain in full
force and effect.  Each of the Borrower
and the other Credit Parties hereby confirms that no such party has any right
of setoff, recoupment or other offset with respect to any of the Obligations.


 


(b)            Except as expressly set
forth herein, the effectiveness of this Second Forbearance Agreement shall not
directly or indirectly (i) create any obligation to make any further Loans
or issue any Letters of Credit after the Second Forbearance Effective Date, (ii) create
any obligation to continue to defer any enforcement action after the occurrence
of any Forbearance Default, (iii) constitute a consent or waiver of any
past, present or future violations, including Defaults and Events of Default, of
any provisions of the Credit Agreement or any other Loan Documents, (iv) amend,
modify, prejudice or operate as a waiver of any provision of the Credit
Agreement or any other Loan Documents or any right, remedy, power or privilege
of the Lenders and/or the Administrative Agent, (v) constitute a consent
to any merger or other transaction or to any sale, restructuring or refinancing
transaction, or (vi) constitute a course of dealing or other basis for
altering any Obligations or any other contract or instrument.  Except as expressly set forth herein, each of
the Administrative Agent


 


16

















 


and each Lender reserves all
of its rights, remedies, powers and privileges under the Credit Agreement, the
other Loan Documents, applicable law and/or equity. All of the provisions of
the Credit Agreement and the other Loan Documents are hereby reiterated, and if
ever waived (other than hereafter in writing), are hereby reinstated.
Notwithstanding any other provision in this Second Forbearance Agreement, it is
understood and agreed that during the period commencing on the Second
Forbearance Effective Date and ending on the earlier of the Holding Company
Forbearance Termination Date and July 31, 2009, notwithstanding the Borrower’s
inability to make the statements required by Section 4.02 of the Credit
Agreement (or in any Request for Credit Extension required thereby), solely to
the extent excused pursuant to the last sentence of Section 2(d) of
this Second Forbearance Agreement, but subject to all other terms and
conditions contained in the Credit Agreement and Section 2(d) hereof
(including the Cash Collateralization of Letters of Credit), any L/C Issuer may
renew, extend or amend Letters of Credit, provided that the Revolving
Credit Exposure of the Revolving Credit Lenders and the L/C Obligations of the
Borrower are not increased after giving effect to such renewal, extension or
amendment of any such Letter of Credit.


 


(c)             From and after
the Second Forbearance Effective Date, (i) the term “Agreement” in the
Credit Agreement, and all references to the Credit Agreement in any Loan
Document shall mean the Credit Agreement, and (ii) the term “Loan Document”
in the Credit Agreement and the other Loan Documents shall include, without
limitation, this Second Forbearance Agreement and any agreements, instruments
and other documents executed and/or delivered in connection herewith.


 


(d)            This Second
Forbearance Agreement shall not be deemed or construed to be a satisfaction,
reinstatement, novation or release of the Credit Agreement or any other Loan
Document.


 


SECTION 8.                                The
Borrower’s Release and Duty to Indemnify for Assigned Claims.  By its execution hereof and in consideration
of the mutual covenants contained herein and other accommodations granted to
the Credit Parties hereunder, each Credit Party, 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 Second
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 Administrative Agent or any Lender that has executed this Second
Forbearance Agreement (other than a Non-Funding Lender), 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 Second Forbearance Agreement, the Credit
Agreement, the other Loan Documents, the Credit Facilities Term Sheet (as
defined in the First Forbearance Agreement), the Bank Solicitation Statement
(as defined in the First Forbearance Agreement) 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 (other
than a Non-Funding Lender) hereunder or under the Loan Documents.  Each Credit Party hereby acknowledges that
the agreements in this Section 8 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 Second
Forbearance Agreement, each Credit Party 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,


 


17

















 


completeness, or validity
thereof.  Notwithstanding the foregoing, (x) no
Non-Funding Lender shall have any rights or benefits under this Section 8
and none of the releases, waivers or other assurances provided by the Credit
Parties shall apply to any Claims of the Credit Parties against Non-Funding
Lenders, who shall remain fully liable for their obligations to the Credit
Parties thereunder and (y) nothing set forth in this Section 8 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.  The provisions of this
paragraph shall survive the termination or expiration of each Applicable
Forbearance Period and the termination of the Loan Documents and the payment in
full of all Obligations of the Credit Parties under or in respect of the Credit
Agreement and other Loan Documents and all other amounts owing thereunder.


 


SECTION 9.                                Construction.  This Second Forbearance Agreement and all
other agreements and documents executed and/or delivered in connection herewith
have been prepared through the joint efforts of all of the parties hereto.
Neither the provisions of this Second Forbearance Agreement or any such other
agreements and documents nor any alleged ambiguity therein shall be interpreted
or resolved against any party on the ground that such party or its counsel
drafted this Second Forbearance Agreement or such other agreements and
documents, or based on any other rule of strict construction.  Each of the parties hereto represents and
declares that such party has carefully read this Second Forbearance Agreement
and all other agreements and documents executed in connection herewith and
therewith, and that such party knows the contents hereof and thereof and signs
the same freely and voluntarily.  The
parties hereto acknowledge that they have been represented by legal counsel of
their own choosing in negotiations for and preparation of this Second
Forbearance Agreement and all other agreements and documents executed in connection
herewith and that each of them has read the same and had their contents fully
explained by such counsel and is fully aware of their contents and legal
effect.


 


SECTION 10.                          Counterparts.  This Second Forbearance Agreement may be
executed in any number of counterparts, each of which when so executed shall be
deemed an original, but all such counterparts shall constitute one and the same
instrument, and all signatures need not appear on any one counterpart. Any
party hereto may execute and deliver a counterpart of this Second Forbearance
Agreement by delivering by facsimile or other electronic transmission a
signature page of this Second Forbearance Agreement signed by such party,
and any such facsimile or other electronic signature shall be treated in all
respects as having the same effect as an original signature.


 


SECTION 11.                          Severability.  The invalidity, illegality, or
unenforceability of any provision in or obligation under this Second
Forbearance Agreement in any jurisdiction shall not affect or impair the
validity, legality, or enforceability of the remaining provisions or
obligations under this Second Forbearance Agreement or of such provision or
obligation in any other jurisdiction.


 


SECTION 12.                          Further
Assurances.  The
Borrower and each other Credit Party agrees to, and to cause any other Credit
Party to, take all further actions and execute all further documents as the
Administrative Agent may from time to time reasonably request to carry out the
transactions contemplated by this Second Forbearance Agreement and all other
agreements executed and delivered in connection herewith and therewith. Any
failure to comply with the agreements in this Section 12 shall be an Event
of Default for all purposes of the Credit Agreement if such failure has not been
remedied or waived within 5 Business Days after the Borrower’s receipt of
notice from the Administrative Agent.


 


18

















 


SECTION 13.                          Section Headings.  Section headings in this Second
Forbearance Agreement are included herein for convenience of reference only and
shall not constitute part of this Second Forbearance Agreement for any other
purpose.


 


SECTION 14.                          Notices.  All notices, requests, and demands to or upon
the respective parties hereto shall be given in accordance with the Credit
Agreement.


 


SECTION 15.                          Governing
Law.  This Second Forbearance
Agreement and the rights and obligations of the parties under this Second
Forbearance Agreement shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York.


 


SECTION 16.                          Acknowledgements.  Each Credit Party hereby acknowledges that:


 


(a)             it has carefully read and
fully understood all of the terms and conditions of this Second Forbearance
Agreement;


 


(b)            it has consulted with, or
had a full and fair opportunity to consult with, and has been advised by fully
competent counsel in the negotiation, execution and delivery of this Second
Forbearance Agreement;


 


(c)             it has had a full and fair
opportunity to participate in the drafting of this Second Forbearance Agreement
and that no provision of this Second Forbearance Agreement shall be construed
against or interpreted to the disadvantage of any party hereto by any court or
other governmental or judicial authority by reason of any party hereto having
or being deemed to have structured, dictated or drafted such provision;


 


(d)            it is freely, voluntarily,
knowingly and intelligently entering into this Second Forbearance Agreement;


 


(e)             none of the Lenders or the
Administrative Agent has a fiduciary relationship to any Credit Party, and the
relationship between the Administrative Agent and the Lenders, on the one hand,
and the Credit Parties, on the other, is solely that of creditor and debtor;
and


 


(f)               no joint venture exists
among the Credit Parties, the Administrative Agent and the Lenders.


 


SECTION 17.                          Effectiveness.  This Second Forbearance Agreement shall
become effective at the time (the “Second Forbearance Effective Date”)
that all of the following conditions precedent have been satisfied as
determined by the Administrative Agent in its sole discretion:


 


(a)             Agreement. The Administrative Agent shall have received duly
executed signature pages for this Second Forbearance Agreement signed by
the Borrower, each other Credit Party, the Required Lenders and the Revolving
Credit Lenders (which shall be at least three in number) holding more than 50%
of the Revolving Credit Commitments.


 


(b)            Due Authorization. The Administrative Agent shall have received
resolutions from each Credit Party evidencing the corporate or similar
authority of such Credit Party to execute, deliver and perform its obligations
under this Second Forbearance Agreement and, as applicable, all other
agreements and documents executed in connection therewith.


 


19
















 


(c)             Accuracy of Representations.  The
representations and warranties contained in Section 5 of this Second
Forbearance Agreement are and will be true, correct and complete in all
material respects on and as of the Second Forbearance Effective Date to the same
extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case they were true, correct and complete in all material respects on and as of
such earlier date.


 


(d)            Opinions.  The
Administrative Agent shall have received opinions of counsel to the Credit
Parties as to the transactions contemplated hereby in form and substance
reasonably acceptable to the Administrative Agent.


 


(e)             Forbearance Fee.  The
Guarantors shall have paid to the Administrative Agent for distribution to each
Lender which has executed and delivered to the Administrative Agent (or its
designee) a counterpart hereof by 11:00 A.M. (New York City time) on July 28,
2009 (each a “Consenting Lender”), a non-refundable cash fee (the “Forbearance
Fee”) in Dollars in an aggregate amount equal to 25 basis points (0.25%) on
an amount equal to the sum of (i) the aggregate principal amount of the
Loans of such Lender plus (ii) such Lender’s Pro Rata Share of all
L/C Obligations and Swing Line Loans plus (iii) such Lender’s
unused Revolving Credit Commitment, in each case as outstanding or in effect at
11:00 A.M. (New York City time) on July 28, 2009.  The Forbearance Fee shall not be subject to
counterclaim or set-off, or be otherwise affected by, any claim or dispute
relating to any other matter.


 


(f)               Other Fees.   The Borrower
shall have paid (x) all the reasonable fees, expenses and disbursements of
White & Case LLP, Simpson Thacher & Bartlett, McDonald Carano
Wilson LLP, the Lender Financial Advisor and a single legal counsel to each
Agent which delivers its original or facsimile signature page to this
Second Amendment to the Administrative Agent or its designee no later than
11:00 A.M. (New York City time) on July 28, 2009, and for which
invoices (subject to redaction to protect privileges or other confidential
communications) have been presented to the Borrower and (y) an “evergreen”
retainer of (i) $125,000 to White & Case LLP (or such lesser
amount such that after all payments under this Section 17(f), White &
Case LLP hold an “evergreen” retainer of $125,000) and (ii) $125,000 to
Simpson Thacher & Bartlett (or such lesser amount such that after all
payments under this Section 17(f), Simpson Thacher & Bartlett
hold an “evergreen” retainer of $125,000).


 


The Administrative Agent shall provide prompt written
notice of the occurrence of the Second Amendment Effective Date to the Lenders.


 


SECTION 18.                          Assignments;
No Third Party Beneficiaries.  This Second Forbearance Agreement shall be
binding upon and inure to the benefit of the Borrower, the other Credit
Parties, the Lenders, the Administrative Agent and their respective successors
and assigns; provided, that neither the Borrower nor any other Credit
Party shall be entitled to delegate any of its duties hereunder and shall not
assign any of its rights or remedies set forth in this Second Forbearance
Agreement without the prior written consent of the Administrative Agent in its
sole discretion. No Person other than the parties hereto and their permitted
successors and assigns, shall have any rights hereunder or be entitled to rely
on this Second Forbearance Agreement and all third-party beneficiary rights are
hereby expressly disclaimed.


 


SECTION 19.                          Amendments.  This Second Forbearance Agreement constitutes
a “Loan Document” for purposes of the Credit Agreement and the other Loan
Documents.  No provision of 


 


20

















 


this Second Forbearance
Agreement may be amended, modified, waiver or supplemented, except as provided
in Section 10.01 of the Credit Agreement.


 


SECTION 20.                          Final
Agreement.  This Second
Forbearance Agreement, the Credit Agreement, the other Loan Documents, and the
other written agreements, instruments, and documents entered into in connection
herewith and therewith (collectively, the “Credit Support Documents”)
set forth in full the terms of agreement between the parties hereto and thereto
and are intended as the full, complete, and exclusive contracts governing the
relationship between such parties, superseding all other discussions, promises,
representations, warranties, agreements, undertakings and understandings
between the parties with respect thereto. 
No term of the Credit Support Documents may be amended, restated, waived
or otherwise modified except in a writing signed by the party against whom
enforcement of the modification, amendment, or waiver is sought, unless
otherwise provided in the applicable Credit Support Documents.  Any waiver of any condition in, or breach of,
any of the foregoing in a particular instance shall not operate as a waiver of
other or subsequent conditions or breaches of the same or a different
kind.  The Lenders’ and/or the
Administrative Agent’s exercise or failure to exercise any rights or remedies
under any of the foregoing in a particular instance shall not operate as a
waiver of its right to exercise the same or different rights, remedies, powers
and privileges in any other instances. 
There are no oral agreements among the parties hereto.


 


SECTION 21.                          Special
Reservations.  (a) The
confirmation of the Existing Commitment Fees in Section 1(a) of this
Second Forbearance Agreement shall not be construed to be (x) a waiver of
any rights any Credit Party may have against a Non-Funding Lender on grounds
that such Non-Funding Lender is a Defaulting Lender or otherwise or (y) an
acknowledgment by the Credit Parties that a Non-Funding Lender is entitled to
the payment of the Existing Commitment Fees pursuant to Section 2.09(a) of
the Credit Agreement.


 


(b) Nothing
contained in, or arising out of the execution and delivery of, this Second
Forbearance Agreement shall be construed as a waiver of any of the rights of
the Administrative Agent, the Lenders, the Swing Line Lender and the L/C
Issuers reserved pursuant to that certain Reservation of Rights Letter, dated January 16,
2009, from the Administrative Agent to the Borrower, with respect to the
Designation described therein (and its effectiveness), all of which rights
remain expressly reserved as described therein.


 


21

















 


IN
WITNESS WHEREOF, this Second Forbearance Agreement has been executed by the
parties hereto as of the date first written above.


 


	
   

  	
  STATION
  CASINOS, INC.

  
	
   

  	
  a
  Nevada corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas M. Friel

  
	
   

  	
   

  	
  Name: 

  	
  Thomas M. Friel

  
	
   

  	
   

  	
  Title: 

  	
  Executive
  Vice President, Chief Accounting Officer & Treasurer

  
	
   

  	
   

  	
   

  



 


22

















 


	
   

  	
  FCP
  HOLDING, INC.,

  
	
   

  	
  a
  Nevada corporation

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Frank J. Fertitta III

  
	
   

  	
   

  	
  Name: 

  	
  Frank J. Fertitta III

  
	
   

  	
   

  	
  Title: 

  	
  President

  



 


23

















 


	
   

  	
  FERTITTA
  PARTNERS LLC,

  
	
   

  	
  a
  Nevada limited liability company

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Frank J. Fertitta III

  
	
   

  	
   

  	
  Name:

  	
  Frank J. Fertitta III

  
	
   

  	
   

  	
  Title:

  	
  President

  



 


24

















 


	
   

  	
  FCP
  VOTECO, LLC,

  
	
   

  	
  a
  Nevada limited liability company

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Frank J. Fertitta III

  
	
   

  	
   

  	
  Name:

  	
  Frank J. Fertitta III

  
	
   

  	
   

  	
  Title:

  	
  Co-President

  



 


25

















 


	
   

  	
  BOULDER
  STATION, INC.

  
	
   

  	
  CENTERLINE
  HOLDINGS, LLC

  
	
   

  	
  CHARLESTON
  STATION, LLC

  
	
   

  	
  FIESTA
  STATION, INC.

  
	
   

  	
  FRESNO
  LAND ACQUISITIONS, LLC

  
	
   

  	
  GOLD
  RUSH STATION, LLC

  
	
   

  	
  LAKE
  MEAD STATION, INC.

  
	
   

  	
  LML
  STATION, LLC

  
	
   

  	
  MAGIC
  STAR STATION, LLC

  
	
   

  	
  PALACE
  STATION HOTEL & CASINO, INC.

  
	
   

  	
  RANCHO
  STATION, LLC

  
	
   

  	
  SANTA
  FE STATION, INC.

  
	
   

  	
  STATION
  HOLDINGS, INC.

  
	
   

  	
  STN
  AVIATION, INC.

  
	
   

  	
  SUNSET
  STATION, INC.

  
	
   

  	
  TEXAS
  STATION, LLC

  
	
   

  	
  TROPICANA
  STATION, INC.

  
	
   

  	
  TROPICANA
  STATION, LLC

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Thomas M. Friel

  
	
   

  	
  Name: 

  	
  Thomas M. Friel

  
	
   

  	
  Title: 

  	
  Senior Vice President and Treasurer

  
				



 


26

















 


	
   

  	
  SC
  BUTTE DEVELOPMENT, LLC

  
	
   

  	
  SC
  BUTTE MANAGEMENT, LLC

  
	
   

  	
  SC
  MADERA DEVELOPMENT, LLC

  
	
   

  	
  SC
  MADERA MANAGEMENT, LLC

  
	
   

  	
  SC
  SONOMA DEVELOPMENT, LLC

  
	
   

  	
  SC
  SONOMA MANAGEMENT, LLC

  
	
   

  	
  STATION
  CALIFORNIA, LLC

  
	
   

  	
  STATION
  DEVELOPMENT, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas M. Friel

  
	
   

  	
   

  	
  Name: 

  	
  Thomas M. Friel

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Signatory

  



 


27

















 


	
   

  	
  RIVER
  CENTRAL, LLC,

  
	
   

  	
  a
  Nevada limited liability company

  
	
   

  	
   

  
	
   

  	
  By:
   Station Casinos, Inc., a Nevada
  corporation, its Manager

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Thomas M. Friel

  
	
   

  	
   

  	
  Name:
  

  	
  Thomas
  M. Friel

  
	
   

  	
   

  	
  Title:
  

  	
  Executive Vice President,
  Chief Accounting Officer & Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STATION
  CONSTRUCTION, LLC,

  
	
   

  	
  a
  Nevada limited liability company

  
	
   

  	
   

  
	
   

  	
  By:  Station Casinos, Inc., a Nevada
  corporation, its Sole Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas M. Friel

  
	
   

  	
   

  	
  Name: 

  	
  Thomas M. Friel

  
	
   

  	
   

  	
  Title: 

  	
  Executive
  Vice President, Chief Accounting Officer & Treasurer

  
	
   

  	
   

  



 


28

















 


	
   

  	
  PAST
  ENTERPRISES, INC.,

  
	
   

  	
  an
  Arizona corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas M. Friel

  
	
   

  	
  Name: 

  	
  Thomas M. Friel

  
	
   

  	
  Title: 

  	
  President and Treasurer

  
				



 


29
















 


	
   

  	
  SONOMA
  LAND HOLDINGS, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas M. Friel

  
	
   

  	
   

  	
  Name: 

  	
  Thomas M. Friel

  
	
   

  	
   

  	
  Title: 

  	
  President, Chief Financial Officer & Treasurer

  



 


30

















 


	
   

  	
  ARTUS
  LOAN FUND 2007-I, LTD.

  
	
   

  	
  BABSON
  CLO LTD. 2004-I

  
	
   

  	
  BABSON
  CLO LTD. 2005-I

  
	
   

  	
  BABSON
  CLO LTD. 2005-II

  
	
   

  	
  BABSON
  CLO LTD. 2005-III

  
	
   

  	
  BABSON
  CLO LTD. 2006-II

  
	
   

  	
  BABSON
  CLO LTD. 2007-I

  
	
   

  	
  SAPPHIRE
  VALLEY CDO I, LTD.

  
	
   

  	
  By:
  Babson Capital Management LLC as

  
	
   

  	
  Collateral
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas Q. McDonnell

  
	
   

  	
  Name:
  Thomas Q. McDonnell

  
	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MAPLEWOOD
  (CAYMAN) LIMITED

  
	
   

  	
  By:
  Babson Capital Management LLC as

  Investment Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas Q. McDonnell

  
	
   

  	
  Name:
  Thomas Q. McDonnell

  
	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VINACASA
  CLO, LTD.

  
	
   

  	
  By:
  Babson Capital Management LLC as

  
	
   

  	
  Collateral
  Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas Q. McDonnell

  
	
   

  	
  Name:
  Thomas Q. McDonnell

  
	
   

  	
  Title:
  Managing Director

  



 

















 


	
   

  	
  BABSON
  MID-MARKET CLO 2007 LTD.- II

  
	
   

  	
  By:
  Babson Capital Management LLC as Collateral

  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas Q. McDonnell

  
	
   

  	
  Name:
  Thomas Q. McDonnell

  
	
   

  	
  Title:
  Managing Director

  



 

















 


	
   

  	
  Bank
  of America N.A.:

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Patrick Honey

  
	
   

  	
  Name:
  Patrick Honey

  
	
   

  	
  Title:
  Senior Vice President

  



 

















 


	
   

  	
  NAME
  OF INSTITUTION:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK
  OF SCOTLAND PLC, NEW YORK

  BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Karen Weich

  
	
   

  	
  Name:
  Karen Weich

  
	
   

  	
  Title:
  Vice President

  



 

















 


	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY

  AMERICAS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mary Kay Coyle

  
	
   

  	
  Name:
  Mary Kay Coyle

  
	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Keith Braun

  
	
   

  	
  Name:
  Keith Braun

  
	
   

  	
  Title:
  Managing Director

  



 

















 


	
   

  	
  JPMorgan
  Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Marc E. Costantino

  
	
   

  	
  Name:
  Marc E. Costantino

  
	
   

  	
  Title:
  Executive Director

  



 

















 


	
   

  	
  NAME
  OF INSTITUTION:

  
	
   

  	
  Wachovia
  Bank National Association

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Reginald T. Dawson

  
	
   

  	
  Name:
  Reginald T. Dawson

  
	
   

  	
  Title:
  Managing Director

  



 

















 


	
   

  	
  WELLS
  FARGO BANK N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ernie Pinder

  
	
   

  	
  Name: Ernie Pinder

  
	
   

  	
  Title: Vice President, Principal

  



 

















 


	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY AMERICAS,

  
	
   

  	
  as
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Mary Kay Coyle

  
	
   

  	
   

  	
  Name:

  	
  Mary
  Kay Coyle

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Keith Braun

  
	
   

  	
   

  	
  Name:
  

  	
  Keith
  Braun

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director