Exhibit 4.12

STATION CASINOS, INC.

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SECOND SUPPLEMENTAL INDENTURE

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with
respect to:

$150,000,000
93/4% Senior Subordinated Notes due 2007
Issued April 3, 1997

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FIRST
UNION NATIONAL BANK

Trustee

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SECOND
SUPPLEMENTAL INDENTURE, dated as of June 26, 2001 (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
93/4% 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 and amended by the First Supplemental Indenture dated as of
August 10, 2000 (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    (a) 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:



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(b)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:



(c)Section 1.01 of the Indenture is amended by adding the following definition of "Qualified Guarantee":



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Section 1.2 Section 4.05 of the Indenture is amended to read in its entirety as follows:



(such
payments or any other actions described in clauses (i) and (ii), a "Restricted Payment," and in clause (iii), a "Restricted Investment"), unless:



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provided, however,that Net Proceeds received from the sale of the stock of PSHC, BSI, TSI, SSI, SGSI, or SWSI, or any successor or assignee thereof, by
the Company shall not be included in clause (2) above.

For
purposes of any calculation pursuant to the preceding sentence which is required to be made within 60 days after the declaration of a dividend by the Company or any
Subsidiary, such dividend shall be deemed to be paid at the date of declaration, and the subsequent payment of such dividend during such 60-day period shall not be treated as an additional
Restricted Payment.

Notwithstanding
the foregoing, the provisions of this Section 4.05 will not prevent the following Restricted Payments or Restricted Investments: (a) payment of any dividend
within 60 days after the date of its declaration if at the date of declaration such payment would be permitted by this Section; (b) Restricted Investments, which together with all other
Restricted Investments since June 2, 1993, do not exceed $20,000,000 in the aggregate, provided that after giving effect to each such Restricted
Investment (as if it had occurred on the first day of such period) the pro forma Consolidated Coverage Ratio of the Company, calculated cumulatively for the four most recent consecutive fiscal
quarters of the Company and ending prior to the date of the latest Restricted Investment, shall be greater than 2.00 to 1.00; (c) the redemption or repurchase of any Capital Stock or
Indebtedness of the Company or any of its Restricted Subsidiaries solely to the extent required by any Gaming Authority or, if determined in the good faith judgment of the Board of Directors of the
Company, to prevent the loss or to secure the grant or establishment of any gaming license or other right to conduct lawful gaming operations; and (d) so long as no Default or Event of Default
has occurred and is continuing, the incurrence, creation, assumption or suffering to exist of any Qualified Guarantee, provided that, with respect to this clause (d), the amounts available to
make Restricted Payments or Restricted Investments pursuant to clause (b) above shall be reduced only by the amount that becomes due on the Indebtedness that is guaranteed in accordance with
the terms of such Indebtedness and that is paid by the Company or any of its Restricted Subsidiaries, and, if and for so long as an event of default occurs and is continuing with respect to such
Indebtedness, by the aggregate principal amount of such Indebtedness then outstanding to the extent that it is guaranteed pursuant to such Qualified Guarantee.

The
Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if such designation would not cause a Default; provided that in no event shall the
business currently operated by PSHC, BSI, TSI, SGSI or SWSI be transferred to or held by an Unrestricted Subsidiary. For purposes of making such determination, all outstanding investments by the
Company and its Restricted Subsidiaries (except to the extent repaid in cash) in the Subsidiary so designated will be deemed to be Restricted Payments at the time of such designation and will reduce
the amount available for Restricted Payments under this Section 4.05. All such outstanding investments will be deemed to constitute investments in an amount equal to the fair market value of
such investments at the date of such designation. Such designation will only be permitted if such Restricted Payment would be

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permitted at such time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

Prior
to making any Restricted Payment or Restricted Investment, the Company will deliver to the Trustee an Officers' Certificate (dated the date of such proposed payment or investment)
stating (i) that such proposed payment or investment will be in compliance with this Section 4.05 and (ii) no Default or Event of Default under this Indenture has occurred or will
occur as a result of such proposed payment or investment."

ARTICLE TWO

Section 2.1Effective Date of This Supplement.



Section 2.2Indenture Ratified.



Section 2.3Counterparts.



Section 2.4Trustee Not Responsible.



Section 2.5 Definitions and Terms.



Section 2.6Governing Law.



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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:                      
| |  |                          
| |  |                          
| |  | FIRST UNION NATIONAL BANK
| |  |                          
| |  | By:                      

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