EXHIBIT 4.11
STATION CASINOS, INC.
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SUPPLEMENTAL INDENTURE
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with respect to:
$150,000,000
9 3/4% Senior Subordinated Notes due 2007
Issued April 3, 1997
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FIRST UNION NATIONAL BANK
Trustee
FIRST SUPPLEMENTAL INDENTURE, dated as of August 10, 2000 (the
"SUPPLEMENT") 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
First Union National Bank, a national banking association, as Trustee (herein
called the "TRUSTEE"), for the Company's 9 3/4% Senior Subordinated Notes due
2007 (the "SECURITIES").
The Company has heretofore executed and delivered to the Trustee an
Indenture, dated as of April 3, 1997 (the "INDENTURE"), under which the
Securities in the aggregate principal amount $150,000,000 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 Supplement 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 Supplement 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 SECTION 1.01 OF THE INDENTURE IS AMENDED BY DELETING THE
DEFINITION OF "CONSOLIDATED NET INCOME" THEREFROM IN ITS ENTIRETY AND REPLACING
SUCH DEFINITION WITH THE FOLLOWING:
"CONSOLIDATED NET INCOME" means, for any period, the
net income of a person and its consolidated Restricted Subsidiaries
determined on a consolidated basis in accordance with GAAP; PROVIDED,
HOWEVER, that there shall not be included in such Consolidated Net
Income: (i) any net income (loss) of any person if such person is not a
Restricted Subsidiary, except that (A) the Company's equity in the net
income of any such person (including, without limitation, an
Unrestricted Subsidiary) for such period shall be included in such
Consolidated Net Income up to the aggregate amount of cash actually
distributed by such person during such period to the Company or a
Restricted Subsidiary as a dividend or other distribution (subject, in
the case of a dividend or other distribution to a Restricted
Subsidiary, to the limitations contained in clause (iii) below); and
(B) the Company's equity in the net loss of any such person for such
period shall be included in determining such Consolidated Net Income
(subject, with respect to the net loss of an Unrestricted Subsidiary,
to clause (vi) below); (ii) any net income (loss) of any person
acquired by the Company or a Restricted Subsidiary in a pooling of
interests transaction for any period prior to the date of such
acquisition; (iii) any net income (loss) of any Restricted Subsidiary
if such Restricted Subsidiary is subject to restrictions,
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directly or indirectly, on the payment of dividends or the making of
distributions by such Restricted Subsidiary, directly or indirectly,
to the Company, except that (A) the Company's equity in the net
income of any such Restricted Subsidiary for such period shall be
included in such Consolidated Net Income up to the aggregate amount
of cash which could have been distributed by such Restricted
Subsidiary during such period to the Company or another Restricted
Subsidiary as a dividend or other distribution (subject, in the case
of a dividend or other distribution to another Restricted
Subsidiary, to the limitation contained in this clause) unless at
the time of computation no cash would be permitted to be distributed
and (B) the Company's equity in the net loss of any such Restricted
Subsidiary for such period shall be included in determining such
Consolidated Net Income; (iv) any gain or loss realized upon the
sale or other disposition of any property, plant or equipment of the
Company or its consolidated Restricted Subsidiaries which is not
sold or otherwise disposed of in the ordinary course of business and
any gain or loss realized upon the sale or other disposition of any
Capital Stock of any person; (v) the cumulative effect of a change
in accounting principles; (vi) the net loss of any Unrestricted
Subsidiary; and (vii) the $110.0 million nonrecurring loss resulting
from the write-down in asset values related to Station Casino St.
Charles in the fiscal year ended December 31, 1999.
Section 1.2 SECTION 4.05 OF THE INDENTURE IS AMENDED BY DELETING
SECTION 4.05(b)(I) IN ITS ENTIRETY AND REPLACING IT WITH THE FOLLOWING.
(I) 50% of the cumulative Consolidated Net Income of
the Company (or if such cumulative Consolidated Net Income shall be a
loss, 100% of such loss) accrued after June 2, 1993 less any negative
extraordinary charges not reflected in Consolidated Net Income and less
the $110.0 million nonrecurring loss resulting from the write-down in
asset values related to Station Casino St. Charles in the fiscal year
ended December 31, 1999;
ARTICLE TWO
Section 2.1 EFFECTIVE DATE OF THIS SUPPLEMENT.
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This Supplement 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 with respect to this Supplement) has been
made to each consenting Holder (provided that such payment has been made
promptly following the execution of this Supplement).
Section 2.2 INDENTURE RATIFIED.
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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.
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Section 2.3 COUNTERPARTS.
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This Supplement 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.
Section 2.4 TRUSTEE NOT RESPONSIBLE.
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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.
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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.
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This Supplement 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 Supplement to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.
STATION CASINOS, INC.
By: /s/ GLENN C. CHRISTENSON
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Name: Glenn. C. Christenson
Title: Executive Vice President,
Chief Financial Officer and
Chief Administrative Officer
FIRST UNION NATIONAL BANK
By: /s/ DAVID C. LEONDI
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Name: David C. Leondi
Title: Vice President
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