Letter of Transmittal (2006)Full Document 

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LETTER OF TRANSMITTAL

STATION CASINOS, INC.

OFFER TO EXCHANGE ITS
6
5¤8% SENIOR SUBORDINATED NOTES DUE 2018
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING
6
5¤8% SENIOR SUBORDINATED NOTES DUE 2018
PURSUANT TO THE PROSPECTUS
DATED APRIL     , 2006

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2006, UNLESS THE OFFER IS EXTENDED

THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:

DEUTSCHE BANK TRUST COMPANY AMERICAS

By Overnight Courier and by Hand
Delivery after 4:30 p.m. on
Expiration Date

 

By Hand Delivery to
4:30 p.m.

 

By Registered or
Certified Mail

DB Services Tennessee, Inc.
Trust & Securities Services
Reorganization Unit
648 Grassmere Park Road
Nashville, TN 37211

 

Deutsche Bank Trust
Company Americas
c/o The Depository Trust
Clearing Corporation
55 Water Street, 1
st Floor
Jeanette Park Entrance
New York, NY 10041

 

DB Services Tennessee, Inc.
Reorganization Unit
P.O. Box 292737
Nashville, TN 37229-2737

 

TO CONFIRM BY TELEPHONE OR FOR INFORMATION:
(615) 835-2998                       (800) 735-7777 (Information)

FACSIMILE TRANSMISSIONS:
(615) 835-3701

If there are accredited investors holding physical securities, the address for registered or certified mail is:
DB Services Tennessee, Inc.
Reorganization Unit
P.O. Box 292737
Nashville, TN 37229-2737

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus (as defined below).

This Letter of Transmittal is to be completed by holders of the Old Notes (as defined below) if either Old Notes are to be forwarded herewith or if tenders of Old Notes are to be made by book-entry transfer to an account maintained by Law Deutsche Bank Trust Company Americas (the “Exchange Agent”) at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in “The Exchange Offer—Procedures for Tendering the Old Notes” in the Prospectus.

Holders of Old Notes whose certificates (the “Certificates”) for such Old Notes are not immediately available or who cannot deliver their Certificates and all other required documents to the Exchange Agent on or prior to the expiration date (as defined in the Prospectus) or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Old Notes according to the guaranteed delivery procedures set forth in “The Exchange Offer—Procedures for Tendering the Old Notes” in the Prospectus.

DELIVERY OF DOCUMENTS TO THE COMPANY OR DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.




NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

ALL TENDERING HOLDERS COMPLETE THIS BOX

DESCRIPTION OF OLD NOTES TENDERED

PLEASE PRINT NAME AND ADDRESS OF CERTIFICATE HOLDER PLEASE FILL IN IF BLANK NUMBER(S)

 

PRINCIPAL AMOUNT OF
OLD NOTES TENDERED (IF PRINCIPAL AMOUNT OF OLD NOTES LESS THAN ALL)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL AMOUNT TENDERED:

 

 

 

(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)

o  CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution

 

DTC Account Number

 

Transaction Code Number

 

 

o  CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name of Registered Holder(s)

 

 

Window Ticket Number (if any)

 

 

Date of Execution of Notice of Guaranteed Delivery

 

 

Name of Institution Which Guaranteed Delivery

 

 

 

If Guaranteed Delivery is to be made by Book-Entry Transfer:

Name of Tendering Institution

 

DTC Account Number

 

Transaction Code Number

 

 

o  CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE.

o  CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A “PARTICIPATING BROKER-DEALER”) AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

 

Address:

 

 




LADIES AND GENTLEMEN:

The undersigned hereby tenders to Station Casinos, Inc. (the “Company”), the above described aggregate principal amount of the Company’s 65¤8% Senior Subordinated Notes due 2018 (the “Old Notes”) in exchange for a like aggregate principal amount of the Company’s 65¤8% Senior Subordinated Notes due 2018 (the “New Notes”) which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), upon the terms and subject to the conditions set forth in the Company’s prospectus dated April    , 2006 (as the same may be amended or supplemented from time to time, the “Prospectus”), receipt of which is acknowledged, and in this Letter of Transmittal (which, together with the Prospectus, constitute the “Exchange Offer”):

Subject to and effective upon the acceptance for exchange of all or any portion of the Old Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to or upon the order of the Company all right, title and interest in and to such Old Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact (with full knowledge that the Exchange Agent is also acting as agent of the Company in connection with the Exchange Offer) with respect to the tendered Old Notes, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the Prospectus, to (i) deliver Certificates for Old Notes to the Company together with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company, upon receipt by the Exchange Agent, as the undersigned’s agent, of the New Notes to be issued in exchange for such Old Notes, (ii) present Certificates for such Old Notes for transfer, and to transfer the Old Notes on the books of the Company, and (iii) receive for the account of the Company all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, all in accordance with the terms and conditions of the Exchange Offer.

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