Exhibit 4.2


 


THIS GLOBAL NOTE IS HELD BY THE DEPOSITORY (AS DEFINED
IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT
OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER
ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
MAY BE REQUIRED PURSUANT TO SECTION 2.05 OF THE INDENTURE, (II) THIS GLOBAL
NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.05(a) OF
THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.10 OF THE INDENTURE AND (IV) THIS GLOBAL
NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN
CONSENT OF THE COMPANY.


 


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7.75% Senior Notes due
2016


 


CUSIP:  857689
BA 0


 


No.                  


$                      


 


Station Casinos, Inc., a Nevada corporation (the “Company”),
promises to pay to
                
or registered assigns, the principal sum of                                                         
Dollars on August 15, 2016.


 


Interest Payment Dates:
February 15 and August 15, commencing February 15, 2007.


 


Record Dates: February 1
and August 1 (whether or not a Business Day)


 


Reference is hereby made to the further provisions of
this security set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.


 


Capitalized terms used herein shall have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.


 


IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.


 


	
   

  	
  STATION CASINOS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  
	
  Attest:

  
	
   

  
	
   

  
	
  By:

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
						



 


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TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


Law Debenture Trust Company of New York, as Trustee,
certifies that this is one of the 7.75% Senior Notes due 2016 referred to in
the within-mentioned Indenture.


 


LAW
DEBENTURE TRUST COMPANY OF NEW YORK

as Trustee


 


	
  By:

  	
  Dated:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  



 


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[REVERSE OF SECURITY]


 


STATION CASINOS, INC.


 


7.75% SENIOR NOTES DUE 2016


 


1.             Interest.
STATION CASINOS, INC., a Nevada corporation (the “Company”, which term includes
any successor corporation under the Indenture referred to herein), promises to
pay interest on the principal amount of this Note at the rate per annum shown
above. The Company will pay interest semi-annually on February 15 and August 15
of each year, commencing February 15, 2007. Interest on the Notes will accrue
from the most recent date to which interest has been paid or, if no interest
has been paid, from the date of issuance of the Notes. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.


 


2.             Method
of Payment. The Company will pay interest on the Notes (except defaulted
interest) to the persons who are registered Holders of the Notes at the close
of business on the record date for the next interest payment date even though
the Notes are cancelled after the record date and on or before the interest
payment date. Holders must surrender the Notes to a Paying Agent to collect
principal payments. The Company will pay principal, premium, if any, and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts. The Company, however, may pay
principal, premium, if any, and interest by check payable in such money, which
shall be mailed to a Holder’s registered address; provided that payment by wire
transfer of immediately available funds will be required with respect to
principal of and interest and premium on, all Global Notes and all other
Certificated Notes the Holders of which shall have provided wire transfer
instructions to the Company or the Paying Agent.


 


3.             Paying
Agent and Registrar. Deutsche Bank Trust Company Americas will initially
act as Paying Agent and Registrar. The Company may change any Paying Agent,
Registrar or co-registrar without prior notice to any Noteholder. The Company
or any of its Subsidiaries may act in any such capacity.


 


4.             Indenture.
The Company issued the Notes under an Indenture dated as of August 1, 2006 (the
“Base Indenture”) by and between the Company and the Trustee, as amended and
supplemented by a First Supplemental Indenture, dated as of August 15, 2006
(the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
The terms of the Notes include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.
Code §§ 77aaa-77bbbb) as in effect on the date of the Indenture. The Notes are
subject to, and qualified by, all such terms, certain of which are summarized
herein, and Noteholders are referred to the Indenture and such Act for a
statement of such terms. The Notes are unsecured general obligations of the
Company. The Indenture imposes certain limitations on, among other things, the
incurrence of indebtedness by the Company or any of its Restricted Subsidiaries.
In addition, the Indenture imposes certain limitations on transactions by the
Company or any of its Restricted Subsidiaries with Affiliates and


 


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Related Persons and on the ability of the Company or any of its
Restricted Subsidiaries to restrict distributions and dividends from
Subsidiaries. The limitations are subject to a number of important
qualifications and exceptions.


 


5.             Optional
Redemption. The Company may redeem the Notes in whole or in part, at
redemption prices (expressed in percentages of principal amount) set forth
below, plus accrued and unpaid interest thereon, if any, to the redemption
date, if redeemed during the 12-month period beginning August 15 of the years
indicated below. The Notes may not be so redeemed before August 15, 2011.


 


	
  Year

  	
   

  	
  Redemption Prices

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2011

  	
   

  	
  102.906

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  2012

  	
   

  	
  101.938

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  2013

  	
   

  	
  100.969

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  2014 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


Notwithstanding the foregoing, each Holder by
accepting a Note agrees that if a record or beneficial owner of a Note is
required by any Gaming Authority to be found suitable, such owner shall apply
for a finding of suitability within 30 days after request of such Gaming
Authority. The applicant for a finding of suitability must pay all costs of the
investigation for such finding of suitability. If a record or beneficial owner
is required to be found suitable and is not found suitable by such Gaming
Authority, (a) such owner shall, upon request of the Company, dispose of such
owner’s Notes within 30 days or within that time prescribed by such Gaming
Authority, whichever is earlier, or (b) the Company may, at its option, redeem
such owner’s Notes at the lesser of (i) the principal amount thereof or (ii)
the price at which the Notes were acquired by such owner, together with, in
either case, and accrued interest to the date of the finding of unsuitability
by such Gaming Authority, all as more fully provided in the Indenture.


 


6.             Notice
of Redemption. Notice of redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each Holder of Notes to be
redeemed at his registered address. Notes in denominations larger than $1,000
may be redeemed in part but only in whole multiples of $1,000. In the event of
a redemption of less than all of the Notes, the Notes will be chosen for
redemption by the Trustee in accordance with the Indenture. On and after the
redemption date, interest ceases to accrue on Notes or portions of the Notes
called for redemption.


 


If this Note is redeemed subsequent to a record date
with respect to any interest payment date specified above and on or prior to
such interest payment date, then any accrued interest will be paid to the
person in whose name this Note is registered at the close of business on such
record date.


 


7.             Denominations,
Transfer, Exchange. The Notes are in registered form without coupons in
denominations of $1,000 and integral multiples of $1,000. The transfer of Notes
shall be registered, and Notes may only be exchanged, as provided in


 


5

















 


the Indenture. The Registrar may require a holder, among other things,
to furnish appropriate endorsements and transfer documents and to pay any taxes
and fees required by law or permitted by the Indenture. The Registrar need not
exchange or register the transfer of any Notes or portion of a Note selected
for redemption. Also, the Registrar need not exchange or register the transfer
of any Note for a period of 15 days before a selection of Note to be redeemed.


 


8.             Persons
Deemed Owners. The registered Holder of a Note may be treated as its owner
for all purposes, except as provided in paragraph 5 hereof.


 


9.             Amendments
and Waivers. Subject to certain exceptions, the Indenture or the Notes may
be amended with the consent of the Holders of at least a majority in principal
amount of the then outstanding Notes, and certain existing defaults may be
waived with the consent of the Holders of a majority in principal amount of the
then outstanding Notes. Without the consent of any Noteholder, the Indenture or
the Notes may be amended, among other things, to cure any ambiguity, defect or
inconsistency, to provide for assumption of the Company’s obligations to Noteholders
in the case of mergers and consolidations of the Company or to make any change
that does not adversely affect the rights of any Noteholder.


 


10.           Defaults
and Remedies. An Event of Default is: 
default in payment of interest on the Notes for a period of 30 days;
default in payment of principal on the Notes; failure by the Company for 60
days after notice to it to comply with any of its other agreements in the
Indenture or the Notes or, in the case of the failure to comply with certain
specified covenants or agreements, without such notice or passage of time;
certain defaults under and acceleration prior to maturity of certain other
indebtedness of the Company; certain final judgments which remain undischarged;
certain events of bankruptcy or insolvency; or a revocation, suspension,
termination or involuntary loss of a Gaming License which results in the
cessation of operation of the Company’s casino business for more than 90
consecutive days. If an Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in principal amount of the then outstanding
Notes may declare all the Notes to be due and payable immediately, except that
in the case of an Event of Default arising from certain events of bankruptcy or
insolvency, all outstanding Notes become due and payable immediately without
further action or notice. Noteholders may not enforce the Indenture or the
Notes except as provided in the Indenture. The Trustee may require indemnity
satisfactory to it before it enforces the Indenture or the Notes. Subject to
certain limitations, Holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Noteholders notice of any continuing default
(except a default in payment of principal or interest) if it determines that
withholding notice is in their interests. The Company must furnish an annual
compliance certificate to the Trustee.


 


11.           Trustee
Dealings with Company. Law Debenture Trust Company of New York, the Trustee
under the Indenture, in its individual or any other capacity, may make loans
to, accept deposits from and perform services for the Company or its


 


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Affiliates, and may otherwise deal with the Company or its Affiliates,
as if it were not Trustee.


 


12.           Change
of Control. Upon the occurrence of a Change of Control Triggering Event (as
such term is defined in the Indenture), the Holders shall have the right to
require that the Company repurchase, and the Company shall commence an offer to
repurchase, all of the outstanding Notes at a Repurchase Price in cash equal to
101% of the principal amount of such Notes plus accrued interest to the
repurchase date, upon the terms set forth in the Indenture.


 


13.           No
Recourse Against Others. A director, officer, employee or stockholder, as
such, of the Company shall not have any liability for any obligations of the
Company under the Notes or the Indenture or for any claim based on, in respect
of or by reason of such obligations or their creation. Each Noteholder by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for the issue of the Notes.


 


14.           Authentication.
This Note shall not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent.


 


15.           Abbreviations.
Customary abbreviations may be used in the name of a Noteholder or an assignee,
such as:  TEN COM (= tenants in common),
TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).


 


Company will furnish to any Noteholder upon written
request and without charge a copy of the Indenture, which has in it the text of
this Note in larger type. Request may be made to:


 


STATION CASINOS, INC.

2411 West Sahara Avenue

Las Vegas, Nevada  89102

Attn:  Chief Financial Officer


 


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SCHEDULE OF EXCHANGES OF INTERESTS

IN THE GLOBAL NOTE


 


The following exchanges of a part of this Global Note
for an interest in another Global Note or for a Certificated Note, or exchanges
of a part of another Global Note or Certificated Note for an interest in this
Global Note, have been made:


 


	
  DATE OF

  EXCHANGE

  	
   

  	
  AMOUNT
  OF DECREASE IN

  PRINCIPAL
  AMOUNT OF

  THIS GLOBAL NOTE

  	
   

  	
  AMOUNT
  OF INCREASE IN

  PRINCIPAL AMOUNT OF

  THIS GLOBAL NOTE

  	
   

  	
  PRINCIPAL
  AMOUNT OF

  THIS GLOBAL NOTE

  FOLLOWING SUCH

  DECREASE (OR INCREASE)

  	
   

  	
  SIGNATURE
  OF AUTHORIZED

  SIGNATORY OF TRUSTEE OR

  NOTE CUSTODIAN

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


8

















 


ASSIGNMENT FORM


 


To assign this Note, fill
in the form below: (I) or (we) assign and transfer this Note to


 




	
   

  	
   

  	
   

  






(Insert
assignee’s soc. sec. or tax I.D. no.)


 




	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






(Print
or type assignee’s name, address and zip code)


 


and irrevocably appoint                                                                                                                   
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.


 


	
  Date: 

  	
   

  	
   

  	
  Your Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (Sign exactly as your name
  appears on the

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  face of this Note)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature Guarantee:

  	
   

  	
   

  
							



 


9

















 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to
have this Note repurchased by the Company pursuant to Section 4.11 of the
Indenture, check the box:  o


 


If you want to elect to
have only part of the Note purchased by the Company pursuant to Section 4.11 of
the Indenture, state the amount (which must be $1,000 or an integral multiple
of $1,000) you elect to have purchased:


 


$               


 


	
  Date: 

  	
   

  	
   

  	
  Your Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Tax Identification No.:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature Guarantee:

  	
   

  	
   

  
								



 


10