SEC Filings
8-K
STATION CASINOS LLC filed this Form 8-K on 05/03/2017
Entire Document
 
EX-10.1

Exhibit 10.1

Execution Version

INCREMENTAL JOINDER AGREEMENT NO. 2 AND

THIRD AMENDMENT TO CREDIT AGREEMENT

This INCREMENTAL JOINDER AGREEMENT NO. 2 AND THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”), dated as of May 2, 2017 and effective as of the Effective Date (as hereinafter defined), is made and entered into by and among STATION CASINOS LLC, a Nevada limited liability company (the “Borrower”), the GUARANTORS party hereto, RED ROCK RESORTS, INC. (“RRR”), STATION HOLDCO LLC (“Holdco”, and together with the Borrower, the Guarantors party hereto and RRR, the “Station Parties”), each of the TERM A-3 FACILITY LENDERS (as hereinafter defined) party hereto, each of the INCREMENTAL TERM A-3 LENDERS (as hereinafter defined) party hereto and DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as administrative agent under the Credit Agreement referred to below (together with its successors and assigns in such capacity, the “Administrative Agent”).

RECITALS:

WHEREAS, reference is hereby made to the Credit Agreement, dated as of June 8, 2016 (as amended by that certain First Amendment to Credit Agreement, dated as of January 30, 2017, that certain Incremental Joinder Agreement, dated as of January 30, 2017, and that certain Second Amendment to Credit Agreement, dated as of April 5, 2017, and as it may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms defined in the Credit Agreement and not otherwise defined herein being used herein as therein defined), among the Borrower, the Guarantors, the banks, financial institutions and other entities from time to time party thereto as lenders (including the L/C Lenders and the Swingline Lender) (collectively, the “Lenders”) party thereto from time to time, Administrative Agent, Deutsche Bank AG Cayman Islands Branch, as collateral agent, and the other parties thereto;

WHEREAS, pursuant to Section 2.15 of the Credit Agreement, the Borrower has requested that the Credit Agreement be amended as provided herein to, among other things, provide for Credit Agreement Refinancing Indebtedness in the form of a new tranche of term loans thereunder (which will be designated as the Term A-3 Facility Loans (as defined below)), which Term A-3 Facility Loans shall refinance (the “Refinancing”) existing Term A Facility Loans in an aggregate principal amount equal to the aggregate principal amount of the Term A-3 Facility Loans made under this Third Amendment and which Term A-3 Facility Loans, except as modified hereby, shall have the same terms as the existing Term A Facility Loans under the Credit Agreement;

WHEREAS, the Borrower has appointed Deutsche Bank Securities Inc. to act as lead arranger and bookrunner for the Term A-3 Facility Loans under this Third Amendment (in such capacity, the “Third Amendment Refinancing Arranger”);

WHEREAS, each Person that executes and delivers a counterpart of this Third Amendment as a Term A-3 Facility Lender (as defined below) will make Term A-3 Facility Loans to the Borrower in the amount set forth on the signature page hereto executed by such Person on the effective date of this Third Amendment, the proceeds of which will be used by the Borrower to prepay all of the outstanding Term A Facility Loans (other than Term A Facility Loans held by the Declining Lender (as defined below)); and

WHEREAS, pursuant to Section 2.12 of the Credit Agreement, the Borrower has requested that those certain financial institutions party hereto and listed on Schedule A hereto (the “Incremental Term A-3 Lenders”) provide $50,000,000.00 in Incremental Term Loan Commitments having the same terms as Term A-3 Facility Loans (the “Incremental Term A-3 Loan Commitments”).