First Supplemental Indenture to 9 7/8% Senior Subordinated Notes Due 2010 between Station Casinos, Inc. and Wachovia Bank, N.A.

Summary

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.

EX-4.13 5 a2131455zex-4_13.htm EXHIBIT 4.13
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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 4.02—SEC Reports, Financial Reports; Section 4.05—Restricted Payments and Restricted Investments; Section 4.06—Limitation on Indebtedness; Section 4.07—Limitation on Capital Stock of Restricted Subsidiaries; Section 4.10—Investment Company Act; Section 4.11—Limitation on Transactions with Affiliates; Section 4.12—Change of Control and Rating Decline; Section 4.13—Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries; Section 4.14—Restriction on Layering Debt; Section 5.01—When Company may Merge, Etc.; and subsections (c)(e)(f)(i)(j) of Section 6.01—Events 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.

[Remainder of Page Intentionally Left Blank]

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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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