Exhibit 4.7


 


STATION CASINOS, INC.


 










 


SUPPLEMENTAL
INDENTURE


 










 


 


with respect to:


 


 


8 3/8% Senior
Notes due 2008


 


 










 


 


THE BANK OF NEW YORK


 


Trustee


 
















 


FIRST SUPPLEMENTAL INDENTURE, dated
as of September 17, 2003 (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 The Bank of New York, as Trustee (herein called the “Trustee”), for the Company’s 8 3/8% Senior
Notes due 2008 (the “Securities”).


 


The Company has heretofore executed
and delivered to the Trustee an Indenture, dated as of February 13, 2001
(the “Indenture”), under which the
Securities in the aggregate principal amount $400,000,000 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 4.05 of the
Indenture is amended by deleting Section 4.05(ii) in its entirety and
replacing it with the following:


 


“(ii)                            make any principal payment on, or
redeem, repurchase, defease or otherwise acquire or
retire for value (collectively, “repay”), prior to scheduled principal payment
or maturity, Subordinated Indebtedness, other than with the proceeds from, or
in exchange for:


 


(a)                                  the
issuance and sale (or exchange) of Capital Stock; provided that the Net
Proceeds from such issuance and sale (or exchange) of Capital Stock applied
pursuant to this clause (a) shall not be included in amounts available for
Restricted Payments and Restricted Investments pursuant to clause (B)(2)
below); or


 


(b)                                 Permitted
Refinancing Indebtedness; provided that the restrictions in proviso (A) of the
definition of Permitted Refinancing Indebtedness shall not apply for purposes
of this Section 4.05 if immediately after the incurrence of such
Indebtedness there is outstanding Subordinated Indebtedness maturing after May
15, 2008 which should contain subordination and default provisions no less
favorable in any material respects to


 


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the Noteholders
than those contained in such repaid Subordinated Indebtedness and in an
aggregate principal amount of at least $574.9 million less (x) any Net Proceeds
from the issuance and sale of Capital Stock applied pursuant to clause (a)
above and (y) any amounts which are applied to repay Subordinated Indebtedness
and are included, at the Company’s election for purposes of this covenant, as a
Restricted Payment; or”


 


ARTICLE TWO


 


Section 2.1                                      Effective Date of
This Supplement.


 


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.


 


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 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.


 


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 Supplement 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 Supplement
to be duly executed as of the day and year first above written.


 


 


	
   

  	
  STATION CASINOS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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