First Supplemental Indenture to 9 7/8% Senior Subordinated Notes Due 2010 between Station Casinos, Inc. and Wachovia Bank, N.A.
Station Casinos, Inc. and Wachovia Bank, National Association, as Trustee, entered into this First Supplemental Indenture dated February 27, 2004, regarding the company's 9 7/8% Senior Subordinated Notes due 2010. The agreement amends the original Indenture by deleting several sections related to financial reporting, restricted payments, limitations on indebtedness, and other covenants, following the consent of a majority of noteholders. The original Indenture remains in effect except for the amended provisions. The agreement is governed by New York law and becomes effective upon payment to consenting holders.
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Exhibit 4.13
STATION CASINOS, INC.
FIRST SUPPLEMENTAL INDENTURE
with respect to:
97/8% Senior Subordinated Notes due 2010
WACHOVIA BANK, NATIONAL ASSOCIATION
Trustee
FIRST SUPPLEMENTAL INDENTURE, dated as of February 27, 2004 (the "Supplemental Indenture") between Station Casinos, Inc., a corporation duly organized and existing under the laws of the State of Nevada (herein called the "Company"), having its principal office at 2411 Sahara Avenue, Las Vegas, Nevada, 89102, and Wachovia Bank, National Association, as Trustee (herein called the "Trustee"), for the Company's 97/8% Senior Subordinated Notes due 2010 (the "Securities").
The Company has heretofore executed and delivered to the Trustee an Indenture, dated as of July 7, 2000 (the "Indenture"), under which the Securities in the aggregate principal amount $375,000,000 were issued and are outstanding. Capitalized terms used herein but not defined herein shall have the meaning ascribed to them in the Indenture.
In accordance with Section 9.02 of the Indenture, the Company has obtained the written consent of the Holders of a majority in principal amount of the Securities to certain amendments to such Indenture. The Company is authorized to enter into this Supplemental Indenture by a Board Resolution and simultaneously herewith the Trustee has received an Opinion of Counsel and an Officers' Certificate stating that the execution of this Supplemental Indenture is permitted by the Indenture and all conditions precedent under the Indenture have been satisfied.
NOW, THEREFORE, for and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities, as follows:
ARTICLE ONE
Section 1.1 Subject to the provisions of Section 2.1 hereof, (A) the following Sections of the Indenture are deleted in their entirety: Section 4.02SEC Reports, Financial Reports; Section 4.05Restricted Payments and Restricted Investments; Section 4.06Limitation on Indebtedness; Section 4.07Limitation on Capital Stock of Restricted Subsidiaries; Section 4.10Investment Company Act; Section 4.11Limitation on Transactions with Affiliates; Section 4.12Change of Control and Rating Decline; Section 4.13Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries; Section 4.14Restriction on Layering Debt; Section 5.01When Company may Merge, Etc.; and subsections (c)(e)(f)(i)(j) of Section 6.01Events of Default and (B) the corresponding provisions of the Securities are deleted in their entirely.
ARTICLE TWO
Section 2.1 Effective Date of This Supplemental Indenture.
This Supplemental Indenture shall be effective as of the date first written above at and after such time as the consent payment (as provided for in the consent solicitation statement and any corresponding supplements with respect to this Supplemental Indenture) has been made to each consenting Holder.
Section 2.2 Indenture Ratified.
Except as hereby otherwise expressly provided, the Indenture is in all respects ratified and confirmed, and all the terms, provisions and conditions thereof shall be and remain in full force and effect.
Section 2.3 Counterparts.
This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.
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Section 2.4 Trustee Not Responsible.
The recitals contained herein shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness.
Section 2.5 Definitions and Terms.
Unless otherwise defined herein, all initially capitalized terms used herein shall have the meanings assigned to such terms in the Indenture.
Section 2.6 Governing Law.
This Supplemental Indenture shall be governed by and construed in accordance with the law of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.
STATION CASINOS, INC. | ||||
By: | /s/ GLENN C. CHRISTENSON | |||
Name: | Glenn C. Christenson | |||
Title: | Executive Vice President, Chief Financial Officer and Chief Administrative Officer | |||
WACHOVIA BANK, NATIONAL ASSOCIATION | ||||
By: | /s/ ALAN G. FINN | |||
Name: | Alan G. Finn | |||
Title: | Vice President |
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