SEC Filings
8-K
STATION CASINOS LLC filed this Form 8-K on 09/21/2017
Entire Document
 


WHEREAS, the Borrower has further requested that the Lenders party hereto agree to amend the Existing Credit Agreement subject to and in accordance with the terms and conditions set forth herein to, among other things, extend the R/C Maturity Date and the Term A Facility Maturity Date;

WHEREAS, the proceeds of the New Senior Notes and the Incremental Term A-3 Facility Loans will be used on the Effective Date to (a) repay the Borrower’s existing Senior Unsecured Notes, (b) repay the Term A-3 Facility Loans held immediately prior to the effectiveness of this Fourth Amendment by certain non-consenting Lenders, (c) repay outstanding revolving loans under the Revolving Facility to the extent of available proceeds and (d) pay fees and expenses in connection with the Transactions;

WHEREAS, pursuant to Section 13.04(b) of the Existing Credit Agreement, the Borrower may, at its option, either (a) require any Revolving Lender, Term A Facility Lender, or Term A-3 Facility Lender that does not consent to this Fourth Amendment to assign all of its rights and obligations under the Existing Credit Agreement with respect to all of such non-consenting Revolving Lender’s, Term A Facility Lender’s, or Term A-3 Facility Lender’s Revolving Loans and Revolving Commitments, Term A Facility Loans and Term A-3 Facility Loans, as applicable, to one or more assignees or (b) terminate the Commitments or prepay the Loans, as applicable, of any Revolving Lender, Term A Facility Lender or Term A-3 Facility Lender that does not consent to this Fourth Amendment and replace such terminated Commitments or prepaid Loans, as applicable, or (c) consummate any combination of clause (a) and clause (b);

WHEREAS, the Borrower has elected to apply a portion of the proceeds of the Incremental Term A-3 Facility Loans to repay and replace the Term A-3 Facility Loans held immediately prior to the effectiveness of this Fourth Amendment by certain non-consenting Lenders; and

WHEREAS, each Incremental Revolving Lender, Incremental Term A-3 Facility Lender, L/C Lender, Revolving Lender, Term A Facility Lender and Term A-3 Facility Lender party hereto and the Administrative Agent is willing, on the terms and subject to the conditions set forth below, to enter into this Fourth Amendment and to consent to the amendments of and waivers under the Amended Credit Agreement described herein.

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

ARTICLE I

DEFINITIONS

SECTION 1.1 Definitions. Except as otherwise expressly provided herein, capitalized terms used in this Fourth Amendment (including in the Recitals and the introductory paragraph above) shall have the meanings given in the Amended Credit Agreement (as defined below), and the rules of construction set forth in the Amended Credit Agreement shall apply to this Fourth Amendment.

 

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