EXHIBIT 4.1
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SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated as of
February 22, 2005, among Las Vegas Sands, Inc., Venetian Casino Resort, LLC,
Mall Intermediate Holding Company, LLC, Lido Intermediate Holding Company, LLC,
Lido Casino Resort, LLC, Venetian Venture Development, LLC, Venetian Operating
Company LLC, Venetian Marketing, Inc. and Venetian Transport LLC (each, a
"GUARANTEEING SUBSIDIARY"), Las Vegas Sands Corp. (the "COMPANY") and U.S. Bank
National Association, as trustee under the Indenture referred to below (the
"TRUSTEE").
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "INDENTURE"), dated as of February 10, 2005 providing
for the issuance of 6.375% Senior Notes due 2015 (the "NOTES");
WHEREAS, the Indenture provides that under certain circumstances each
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "SUBSIDIARY GUARANTEE"); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Company, each Guaranteeing Subsidiary and the Trustee mutually covenant and
agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby
agrees to provide an unconditional Guarantee on the terms and subject to the
conditions set forth in the Subsidiary Guarantee and in the Indenture including
but not limited to Article 10 thereof and agrees to be bound as a Guarantor
under the Indenture.
4. NO RECOURSE AGAINST OTHERS. No past, present or future
director, officer, employee, incorporator, member, stockholder or agent of any
Guaranteeing Subsidiary, as such, shall have any liability for any obligations
of the Company or any Guarantor under the Notes, any Subsidiary Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes and the
Subsidiary Guarantees. Such waiver shall not be effective to waive liabilities
under the federal securities laws and it is the view of the SEC that such a
waiver is against public policy.
5. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE
USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY, EXCEPT AS OTHERWISE REQUIRED BY
MANDATORY PROVISIONS OF NEVADA LAW, INCLUDING THE NEVADA GAMING CONTROL ACT AND
THE REGULATIONS PROMULGATED THEREUNDER.
6. COUNTERPARTS. The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.
7. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.
8. THE TRUSTEE. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by each Guaranteeing Subsidiary and the
Company.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.
LAS VEGAS SANDS, INC.
By: /s/ Bradley K. Serwin
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Name: Bradley K. Serwin
Title: Secretary
VENETIAN CASINO RESORT, LLC
By: Las Vegas Sands, Inc.,
as Managing Member
By: /s/ Bradley K. Serwin
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Name: Bradley K. Serwin
Title: Secretary
MALL INTERMEDIATE HOLDING COMPANY, LLC
By: Venetian Casino Resort, LLC, as Member
By: Las Vegas Sands, Inc., as Managing Member
By: /s/ Bradley K. Serwin
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Name: Bradley K. Serwin
Title: Secretary
LIDO INTERMEDIATE HOLDING COMPANY, LLC
By: Venetian Casino Resort, LLC, as Member
By: Las Vegas Sands, Inc., as Managing Member
By: /s/ Bradley K. Serwin
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Name: Bradley K. Serwin
Title: Secretary
LIDO CASINO RESORT, LLC
By: Lido Intermediate Holding Company, LLC,
as Member
By: Venetian Casino Resort, LLC, as Member
By: Las Vegas Sands, Inc., as Managing Member
By: /s/ Bradley K. Serwin
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Name: Bradley K. Serwin
Title: Secretary
VENETIAN VENTURE DEVELOPMENT, LLC
By: Venetian Casino Resort, LLC, as Member
By: Las Vegas Sands, Inc., as Managing Member
By: /s/ Bradley K. Serwin
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Name: Bradley K. Serwin
Title: Secretary
VENETIAN OPERATING COMPANY LLC
By: Venetian Casino Resort, LLC, as Member
By: Las Vegas Sands, Inc., as Managing Member
By: /s/ Bradley K. Serwin
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Name: Bradley K. Serwin
Title: Secretary
VENETIAN MARKETING, INC.
By: /s/ Bradley K. Serwin
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Name: Bradley K. Serwin
Title: Secretary
VENETIAN TRANSPORT LLC
By: Las Vegas Sands, Inc., as Managing Member
By: /s/ Bradley K. Serwin
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Name: Bradley K. Serwin
Title: Secretary
LAS VEGAS SANDS CORP.
By: /s/ Bradley K. Serwin
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Name: Bradley K. Serwin
Title: Secretary
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Richard H. Prokosch
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Name: Richard H. Prokosch
Title: Vice President