exv4w1



 





Exhibit 4.1




SECOND SUPPLEMENTAL INDENTURE




     SECOND SUPPLEMENTAL INDENTURE (this “SUPPLEMENTAL INDENTURE”), dated as of May 23, 2007, among
INTERFACE GROUP-NEVADA, INC., LIDO CASINO RESORT HOLDING COMPANY, LLC, PHASE II MALL HOLDING, LLC,
PHASE II MALL SUBSIDIARY, LLC, SANDS PENNSYLVANIA, INC. and PALAZZO CONDO TOWER, LLC (the
“GUARANTEEING SUBSIDIARIES”), all of which are subsidiaries of Las Vegas Sands Corp. (or its
permitted successor), a Nevada corporation (the “COMPANY”), the Company, the other Guarantors (as
defined in the Indenture referred to herein) 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, dated
as of February 10, 2005, as supplemented by the First Supplemental Indenture, dated as of February
22, 2005 (as so supplemented, the “INDENTURE”) providing for the issuance of 6.375% Senior Notes
due 2015 (the “NOTES”);




          WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries
shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guaranteeing Subsidiaries 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
GUARANTEES”); 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 Guaranteeing Subsidiaries 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. The Guaranteeing Subsidiaries each hereby agree 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 each 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 of the Guaranteeing Subsidiaries, 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.



[Second Supplemental Indenture]


 









 








Exhibit 4.1

     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.



	 	 	 	 	 	 	 
	Dated: May 23, 2007
	 	 	 	 	 	 
	 	 	LAS VEGAS SANDS CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert P. Rozek
 

	 	 
	 	 	Name: Robert P. Rozek	 	 
	 	 	Title: Senior Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	LAS VEGAS SANDS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert P. Rozek	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Robert P. Rozek	 	 
	 	 	Title: Senior Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	VENETIAN CASINO RESORT, LLC	 	 
	 	 	VENETIAN TRANSPORT LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Las Vegas Sands, LLC

their Managing Member	 	 
	 
	 	 	 	 	 	 
	 	 	Executing this Agreement as Senior Vice President and Chief Financial
Officer of the managing member of each of the foregoing persons on
behalf of and so as to bind Venetian Casino Resort, LLC and Venetian
Transport LLC






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert P. Rozek
 

	 	 
	 	 	Name: Robert P. Rozek	 	 
	 	 	Title: Senior Vice President and Chief Financial Officer	 	 






	 	 	 	 	 
	 

	 	PALAZZO CONDO TOWER, LLC


LIDO INTERMEDIATE HOLDING COMPANY, LLC


MALL INTERMEDIATE HOLDING COMPANY, LLC
	 	 
	 

	 	VENETIAN VENTURE DEVELOPMENT, LLC	 	 





[Second Supplemental Indenture]


 









 





	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Venetian Casino Resort, LLC	 	 
	 	 	 	 	their Managing Member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	Las Vegas Sands, LLC	 	 
	 

	 	 	 	 	 	their Managing Member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Executing this Agreement as Senior Vice President and Chief Financial
Officer of the managing member of each of the foregoing persons on
behalf of and so as to bind Palazzo Condo Tower, LLC, Lido Intermediate
Holding Company, LLC, Mall Intermediate Holding Company, LLC and
Venetian Venture Development, LLC






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert P. Rozek
 

	 	 
	 	 	Name:   Robert P. Rozek	 	 
	 	 	Title:    Senior Vice President and Chief Financial Officer	 	 





[Second Supplemental Indenture]


 









 





	 	 	 	 	 	 	 	 	 
	 	 	LIDO CASINO RESORT HOLDING COMPANY, LLC
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Lido Intermediate Holding Company, LLC,

their Managing Member
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Venetian Casino Resort, LLC

their Managing Member
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	Las Vegas Sands, LLC

their Managing Member
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Executing this Agreement as Senior Vice President and Chief
Financial Officer of the managing member of each of the foregoing
persons on behalf of and so as to Lido Casino Resort Holding Company,
LLC






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert P. Rozek
 

	 	 
	 	 	Name:   Robert P. Rozek	 	 
	 	 	Title:    Senior Vice President and Chief Financial Officer	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	PHASE II MALL HOLDING, LLC
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Lido Casino Resort Holding Company, LLC	 	 
	 	 	 	 	its Managing Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Lido Intermediate Holding Company, LLC

its Managing Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	Venetian Casino Resort, LLC

its Managing Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	By:	 	Las Vegas Sands, LLC,

its Managing Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	By:
	 	/s/ Robert P. Rozek
 

Name: Robert P. Rozek
	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Title: Senior Vice President and Chief Financial Officer	 	 





[Second Supplemental Indenture]


 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	PHASE II MALL SUBSIDIARY, LLC
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Phase II Mall Holding, LLC

its Managing Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Lido Casino Resort Holding Company, LLC

its Managing Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	Lido Intermediate Holding Company, LLC

its Managing Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	By:	 	Venetian Casino Resort, LLC

its Managing Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	By:
	 	Las Vegas Sands, LLC,

its Managing Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	   By:
	 	/s/ Robert P. Rozek	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Name: Robert P. Rozek	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Title: Senior Vice President and Chief Financial Officer	 	 






	 	 	 	 	 	 	 
	 	 	INTERFACE GROUP-NEVADA, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert P. Rozek
 

	 	 
	 	 	Name: Robert P. Rozek	 	 
	 	 	Title: Senior Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	SANDS PENNSYLVANIA, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert P. Rozek	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Robert P. Rozek	 	 
	 	 	Title: Senior Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	VENETIAN MARKETING, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert P. Rozek	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Robert P. Rozek	 	 
	 	 	Title: Senior Vice President and Chief Financial Officer	 	 





[Second Supplemental Indenture]


 









 





	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard Prokosch
 

Name: Richard Prokosch
	 	 
	 

	 	 	 	Title: Vice President	 	 





[Second Supplemental Indenture]