Exhibit 10.1
FORBEARANCE AGREEMENT WITH
RESPECT TO
STATION CASINOS, INC.
6% SENIOR NOTES DUE 2012
7 3
/ 4 %
SENIOR NOTES DUE 2016
6 1
/ 2 %
SENIOR SUBORDINATED NOTES DUE 2014
6 7
/ 8 %
SENIOR SUBORDINATED NOTES DUE 2016
AND
6 5
/ 8 %
SENIOR SUBORDINATED NOTES DUE 2018
THIS FORBEARANCE AGREEMENT, dated as
of March 2, 2009 (the “ Forbearance Agreement
”), is between Station Casinos, Inc., a Nevada
corporation (the “ Company ”), and each holder
(“ Holder ”) of Notes (as defined below)
signatory hereto.
WITNESSETH:
WHEREAS, the Company and Law
Debenture Trust Company of New York, a New York banking
corporation, as trustee (the “ Trustee ”),
entered into that certain Indenture dated as of March 17, 2004
(the “ 2012 Senior Notes Indenture ”) with
respect to the issuance of the Company’s 6% Senior Notes due
2012 (the “ 2012 Senior Notes ”), Indenture
dated as of August 1, 2006 (the “ 2016 Senior Notes
Indenture ”) with respect to the issuance of the
Company’s 7 3
/ 4 % Senior
Notes due 2016 (the “ 2016 Senior Notes ”),
Indenture dated as of January 29, 2004 (the “ 2014
Subordinated Notes Indenture ”) with respect to the
issuance of the Company’s 6 1 /
2 % Senior Subordinated Notes due 2014 (the
“ 2014 Subordinated Notes ”), Indenture dated as
of February 27, 2004 (the “ 2016 Subordinated Notes
Indenture ”) with respect to the issuance of the
Company’s 6 7
/ 8 % Senior Subordinated Notes due 2016 (the
“ 2016 Subordinated Notes ”), and Indenture
dated as of March 13, 2006 (the “ 2018 Subordinated
Notes Indenture ” and together with the 2012 Senior Notes
Indenture, the 2016 Senior Notes Indenture, the 2014 Subordinated
Notes Indenture and the 2016 Subordinated Notes Indenture, the
“ Indentures ”) with respect to the issuance of
the Company’s 6 5
/ 8 % Senior Subordinated Notes due 2018 (the
“ 2018 Subordinated Notes ” and together with
the 2012 Senior Notes, 2016 Senior Notes, the 2014 Subordinated
Notes and the 2016 Subordinated Notes, the “ Notes
”);
WHEREAS, as more fully set forth
herein, a Default has occurred under the Indentures and certain
additional Defaults and Events of Default may occur during the term
of this Forbearance Agreement; and
WHEREAS, as of even date herewith
the Company is entering into a forbearance agreement (the “
Bank Forbearance Agreement ”), with the lenders (the
“ Lenders ”) under that certain Credit Agreement
(the “ Credit Agreement ”), dated as of
November 7, 2007;
NOW, THEREFORE, for valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, and subject to the fulfillment of the conditions set
forth below, the parties hereto agree as follows:
1.
Incorporation of Terms and
Definitions .
Unless otherwise defined herein, all terms used in this Forbearance
Agreement shall have the meanings ascribed to such terms in
the
Indentures; and all references
hereinafter made to the Indentures shall include the terms and
conditions effected by this Forbearance Agreement.
2.
Event of Default
. The Company hereby
acknowledges that each of (i) the failure by the Company to
pay the interest due and payable under the 2014 Subordinated Notes
on February 1, 2009 on or prior to March 3, 2009,
(ii) the failure to pay the interest due and payable under the
2016 Senior Notes on February 15, 2009 on or prior to
March 17, 2009, (iii) the failure to pay the interest due
and payable under the 2016 Subordinated Notes on March 1, 2009
on or prior to March 31, 2009, and (iv) any Event of
Default arising as a result of the occurrence of a default under
the Company’s Completion Guaranty dated October 7, 2007
arising by reason of a demand for performance by the Company
thereunder or a cross default thereunder to the Credit Agreement
for Aliante Gaming LLC dated October 7, 2007 will constitute
an Event of Default under the Indentures (the “ Specified
Events of Default ”).
3.
Forbearance; Direction to
Trustee . Each
Holder hereto agrees to (x) waive each Specified Event of
Default during the Forbearance Period (as defined below) and
(y) forbear, and directs the Trustee to forbear, from
exercising its rights or remedies permitted to be taken by it under
the Indentures, the Notes or applicable law (including, without
limitation, the demand for immediate payment of interest on any
overdue payment of interest, the acceleration of the amounts
outstanding under the Indentures and the Notes, enforcement and
collection actions (including set-off, counterclaim and recoupment)
and the commencement of or joining in with the commencement of an
involuntary case under applicable Bankruptcy Law or state laws) as
a result of or with respect to each Specified Event of Default
occurring or continuing during the Forbearance Period, in the case
of each of (x) and (y) for the period of time (the
“ Forbearance Period ”) commencing on the date
hereof and ending on the earlier of (i) April 15, 2009,
and (ii) the date upon which this Forbearance Agreement
terminates pursuant to Section 6 below (such earlier date, the
“ Forbearance Termination Date ”). Each
Holder hereto agrees to request, and hereby does request, that the
Trustee rescind any acceleration of the amounts outstanding under
the Indentures and the Notes that may be declared by the Trustee as
a result of any Specified Event of Default occurring or continuing
during the Forbearance Period. Each Holder shall, if
necessary to facilitate the terms of this Forbearance Agreement and
to the extent such Holder is not the registered holder of the Notes
it beneficially owns, instruct the registered holder thereof to
comply with the terms of this Forbearance Agreement, including
directing the registered noteholder to instruct the Trustee to
forbear from exercising any rights and remedies as provided above
and to the extent such holder is not the registered holder of the
Notes it beneficially holds, to instruct the registered holder
thereof to comply with the terms of the Forbearance
Agreement.
4.
Ratification
. The Indentures and the other
related and ancillary documents remain in full force and effect and
are hereby ratified and affirmed in all respects. The Company
hereby reaffirms and admits the validity and enforceability of the
Indentures and the other related and ancillary
documents.
5.
Events of Termination
. For purposes hereof, the
term “Termination Event” shall mean the existence of
any of the following:
(a)
the termination of the Bank
Forbearance Agreement or the acceleration of the maturity of any
obligations under the Credit Agreement;
(b)
the occurrence of any Event of
Default under the Indentures or the Notes, other than the
occurrence of a Specified Event of Default;
(c)
the filing of a bankruptcy case by
or against the Company or any of its subsidiaries, other than the
filing of an involuntary bankruptcy petition against the Company or
any of its subsidiaries by the Holders or their respective
affiliates, in the circumstance in which no Termination Event
exists. As used in this Agreement, “subsidiaries”
means any entity in which the Company, directly or indirectly, owns
more than 50% of the equity interests as of the time of
determination;
(d)
the revocation, denial, failure to
renew or suspension of any license or permit covering any casino or
gaming facility of the Company or any of its subsidiaries by any
gaming authority of any jurisdiction or the appointment of a
receiver, conservator or similar official with respect to any such
gaming facility;
(e)
any action by the Company outside
the ordinary course of business, except as may be required by
generally accepted accounting principles in the United States, that
(x) gives rise to a change in the classification or treatment
of the Company for federal, state or local tax purposes (including,
but not limited to, changes caused by elections or revocations or
rescissions of elections), or (y) materially adversely effects
the tax attributes (including, but not limited to, net operating
losses, tax credits, or tax basis in assets) of the
Company;
(f)
the commencement of any legal
proceedings in any court or governmental body of competent
jurisdiction by the Company or any of its subsidiaries or
equityholders pursuant to which any legal remedy or relief is
sought with respect to, or which would be binding upon, or which
would restrict, restrain or enjoin the Trustee or the Holders from
enforcing their rights under the Indentures or the
Notes;
(g)
a breach by the Company of any
provision of this Forbearance Agreement; and
(h)
except as otherwise provided herein,
the Company or any of its subsidiaries consummates, or enters into
an agreement with respect to, a transaction in excess of $10.0
million outside the ordinary course of business.
6.
Effect of Termination
Event . Upon the
occurrence of a Termination Event, this Forbearance Agreement shall
terminate without notice and, if such Termination Event occurs
during the Forbearance Period, the Holders may at any time
thereafter proceed to exercise any and all of their rights and
remedies, including without limitation, their rights and remedies
in connection with any Specified Event of Default and any other
Events of Default under the Indentures.
7.
Representations and
Warranties . In order to
induce the Holders to enter into this Forbearance Agreement, the
Company makes the following representations and warranties, all of
which shall survive the execution and delivery of this Forbearance
Agreement:
(a)
The Company has all requisite
corporate, partnership or other power and authority to execute,
deliver and perform their obligations under this Forbearance
Agreement.
This Forbearance Agreement has been
duly authorized, executed and delivered by the Company, and does
not conflict with, violate or result in a breach of or require any
consent under (i) any applicable law or regulation or from any
governmental agency or any of the terms of the charter or by-laws
(or equivalent constitutional documents) of the Company or any of
its subsidiaries, or (ii) any agreement or instrument to which
the Company or any of its subsidiaries is a party or to which it
or
