exv4w2






Exhibit 4.2




Execution Version




 






LAS VEGAS SANDS CORP.




ISSUER




 






U.S. BANK NATIONAL ASSOCIATION




TRUSTEE




 






FIRST SUPPLEMENTAL INDENTURE




Dated as of September 30, 2008




To




INDENTURE




Dated as of September 30, 2008




 






61/2% CONVERTIBLE SENIOR NOTES DUE 2013




 






 









 





LAS VEGAS SANDS CORP.




Certain Sections of this Supplemental Indenture relating to Sections 310 through 318

of the Trust Indenture Act of 1939:




	 	 	 
	Trust Indenture	 	Supplemental
	Act Section	 	Indenture Section
	§ 310(a)(1)
	 	Not Applicable
	(a)(2)
	 	Not Applicable
	(a)(3)
	 	Not Applicable
	(a)(4)
	 	Not Applicable
	(b)
	 	Not Applicable
	 
	 	Not Applicable
	§ 311(a)
	 	Not Applicable
	(b)
	 	Not Applicable
	§ 312(a)
	 	9.01
	 
	 	9.02(a)
	(b)
	 	9.02(b)
	(c)
	 	9.02(c)
	§ 313(a)
	 	Not Applicable
	(b)
	 	Not Applicable
	(c)
	 	Not Applicable
	(d)
	 	Not Applicable
	§ 314(a)
	 	10.06
	(b)
	 	Not Applicable
	(c)(1)
	 	Not Applicable
	(c)(2)
	 	Not Applicable
	(c)(3)
	 	Not Applicable
	(d)
	 	Not Applicable
	(e)
	 	Not Applicable
	§ 315(a)
	 	Not Applicable
	(b)
	 	Not Applicable
	(c)
	 	Not Applicable
	(d)
	 	Not Applicable
	(e)
	 	5.15
	§ 316(a)(1)(A)
	 	5.06
	(a)(1)(B)
	 	5.04
	(a)(2)
	 	Not Applicable
	(b)
	 	5.03
	(c)
	 	Not Applicable
	§ 317(a)(1)
	 	5.07
	(a)(2)
	 	5.08
	(b)
	 	10.05
	§ 318(a)
	 	Not Applicable








 




			
	Note:	 	This reconciliation and tie shall not, for any purpose, be deemed to be a part of this
Supplemental Indenture.




i









 










TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE 1.

Definitions and Other Provisions of General Application

	 
	 	 	 	 	 	 
	SECTION 1.01.

	 	Definitions
	 	 	4	 
	SECTION 1.02.

	 	Effect of Headings and Table of Contents
	 	 	20	 
	SECTION 1.03.

	 	Conflict With Trust Indenture Act
	 	 	20	 
	SECTION 1.04.

	 	Successors and Assigns
	 	 	20	 
	SECTION 1.05.

	 	Separability Clause
	 	 	20	 
	SECTION 1.06.

	 	Benefits of Indenture
	 	 	20	 
	SECTION 1.07.

	 	Governing Law
	 	 	20	 
	SECTION 1.08.

	 	Legal Holidays
	 	 	20	 
	SECTION 1.09.

	 	Relationship with Base Indenture
	 	 	21	 
	 
	 	 	 	 	 	 
	ARTICLE 2.

Note Forms

	 
	 	 	 	 	 	 
	SECTION 2.01.

	 	Form Generally
	 	 	21	 
	SECTION 2.02.

	 	Form of Note
	 	 	23	 
	SECTION 2.03.

	 	Form of Notice of Conversion
	 	 	35	 
	SECTION 2.04.

	 	Form of Assignment
	 	 	36	 
	 
	 	 	 	 	 	 
	ARTICLE 3.

The Notes

	 
	 	 	 	 	 	 
	SECTION 3.01.

	 	Title And Terms
	 	 	40	 
	SECTION 3.02.

	 	Interest
	 	 	40	 
	SECTION 3.03.

	 	Additional Notes
	 	 	40	 
	SECTION 3.04.

	 	[Reserved]
	 	 	41	 
	SECTION 3.05.

	 	Denominations
	 	 	41	 
	SECTION 3.06.

	 	Execution, Authentication, Delivery and Dating
	 	 	41	 
	SECTION 3.07.

	 	Global Notes; Non-Global Notes; Book-entry Provisions
	 	 	41	 
	SECTION 3.08.

	 	Registration; Registration of Transfer and Exchange;
Restrictions on Transfer
	 	 	43	 
	SECTION 3.09.

	 	Persons Deemed Owners
	 	 	49	 
	SECTION 3.10.

	 	Mutilated, Destroyed, Lost and Stolen Notes
	 	 	49	 
	SECTION 3.11.

	 	Payment of Interest; Interest Rights Preserved
	 	 	50	 
	SECTION 3.12.

	 	Cancellation
	 	 	51	 
	SECTION 3.13.

	 	Computation of Interest
	 	 	51	 
	SECTION 3.14.

	 	Further Assurances
	 	 	51	 






1









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE 4.

Discharge

	 
	 	 	 	 	 	 
	SECTION 4.01.

	 	Discharge of Liability on Notes
	 	 	52	 
	SECTION 4.02.

	 	Reinstatement
	 	 	53	 
	SECTION 4.03.

	 	Officers’ Certificate; Opinion of Counsel
	 	 	53	 
	 
	 	 	 	 	 	 
	ARTICLE 5.

Remedies

	 
	 	 	 	 	 	 
	SECTION 5.01.

	 	Events of Default
	 	 	53	 
	SECTION 5.02.

	 	Acceleration of Maturity
	 	 	55	 
	SECTION 5.03.

	 	Unconditional Right of Holders to Receive Principal and
Interest and to Convert
	 	 	56	 
	SECTION 5.04.

	 	Waiver of Past Defaults and Rescission of Acceleration
	 	 	56	 
	SECTION 5.05.

	 	Waiver of Stay, Usury or Extension Laws
	 	 	56	 
	SECTION 5.06.

	 	Control by Holders
	 	 	56	 
	SECTION 5.07.

	 	Collection of Indebtedness and Suits for Enforcement by
Trustee
	 	 	57	 
	SECTION 5.08.

	 	Trustee May File Proofs of Claim
	 	 	57	 
	SECTION 5.09.

	 	Trustee May Enforce Claims Without Possession of Notes
	 	 	58	 
	SECTION 5.10.

	 	Application of Money Collected
	 	 	58	 
	SECTION 5.11.

	 	Limitation on Suits
	 	 	58	 
	SECTION 5.12.

	 	Restoration of Rights and Remedies
	 	 	59	 
	SECTION 5.13.

	 	Rights and Remedies Cumulative
	 	 	59	 
	SECTION 5.14.

	 	Delay or Omission Not Waiver
	 	 	59	 
	SECTION 5.15.

	 	Undertaking for Costs
	 	 	60	 
	 
	 	 	 	 	 	 
	ARTICLE 6.

[Reserved.]

	 
	 	 	 	 	 	 
	ARTICLE 7.

Consolidation, Merger, Conveyance, Transfer or Lease

	 
	 	 	 	 	 	 
	SECTION 7.01.

	 	Company May Consolidate, Etc., Only on Certain Terms
	 	 	60	 
	SECTION 7.02.

	 	Successor Substituted
	 	 	61	 
	 
	 	 	 	 	 	 
	ARTICLE 8.

Supplemental Indentures

	 
	 	 	 	 	 	 
	SECTION 8.01.

	 	Supplemental Indentures Without Consent of Holders
	 	 	61	 
	SECTION 8.02.

	 	Supplemental Indentures With Consent of Holders
	 	 	63	 
	SECTION 8.03.

	 	Notice of Supplemental Indentures
	 	 	64	 
	SECTION 8.04.

	 	Effect of Supplemental Indentures
	 	 	64	 
	SECTION 8.05.

	 	Conformity with Trust Indenture Act
	 	 	64	 






2









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE 9.

Holders Lists by Trustee and Company

	 
	 	 	 	 	 	 
	SECTION 9.01.

	 	Company to Furnish Trustee Names and Addresses of Holders
	 	 	64	 
	SECTION 9.02.

	 	Preservation of Information
	 	 	65	 
	 
	 	 	 	 	 	 
	ARTICLE 10.

Covenants

	 
	 	 	 	 	 	 
	SECTION 10.01.

	 	Payment of Principal and Interest
	 	 	65	 
	SECTION 10.02.

	 	Maintenance of Offices or Agencies
	 	 	65	 
	SECTION 10.03.

	 	Existence
	 	 	66	 
	SECTION 10.04.

	 	Annual Statement by Officers
	 	 	66	 
	SECTION 10.05.

	 	Money for Note Payments to Be Held in Trust
	 	 	66	 
	SECTION 10.06.

	 	Reports by Company
	 	 	67	 
	SECTION 10.07.

	 	Lien
	 	 	68	 
	SECTION 10.08.

	 	Limitation on Sale and Lease-Back Transactions
	 	 	68	 
	SECTION 10.09.

	 	Delivery of Opinions	 	 	 	 
	 
	 	 	 	 	 	 
	ARTICLE 11.

Redemption and Repurchase of Notes

	 
	 	 	 	 	 	 
	SECTION 11.01.

	 	Mandatory Gaming Redemption
	 	 	69	 
	SECTION 11.02.

	 	Right to Require Repurchase Upon a Fundamental Change
	 	 	70	 
	 
	 	 	 	 	 	 
	ARTICLE 12.

Conversion of Notes

	 
	 	 	 	 	 	 
	SECTION 12.01.

	 	Conversion Privilege and Conversion Rate
	 	 	73	 
	SECTION 12.02.

	 	Exercise of Conversion Privilege
	 	 	75	 
	SECTION 12.03.

	 	Fractions of Shares
	 	 	77	 
	SECTION 12.04.

	 	Adjustment of Conversion Rate
	 	 	77	 
	SECTION 12.05.

	 	Notice of Adjustments of Conversion Rate
	 	 	87	 
	SECTION 12.06.

	 	Company to Reserve Common Stock
	 	 	87	 
	SECTION 12.07.

	 	Taxes on Conversions
	 	 	87	 
	SECTION 12.08.

	 	Certain Covenants
	 	 	88	 
	SECTION 12.09.

	 	Cancellation of Converted Notes
	 	 	88	 
	SECTION 12.10.

	 	Provision in Case of Effect of Reclassification,
Consolidation, Merger or Sale
	 	 	88	 
	SECTION 12.11.

	 	Company Responsible for Making Calculations
	 	 	90	 
	SECTION 12.12.

	 	Responsibility of Trustee for Conversion Provisions
	 	 	90	 






3









 






     FIRST SUPPLEMENTAL INDENTURE, dated as of September 30, 2008 (this “Supplemental Indenture,”
together with the Base Indenture (as defined below), the “Indenture”), between LAS VEGAS SANDS
CORP., a corporation duly organized and existing under the laws of the State of Nevada, having its
principal office at 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109 (herein called the
"Company”), and U.S. BANK NATIONAL ASSOCIATION, as Trustee hereunder (herein called the “Trustee”).



RECITALS OF THE COMPANY




     The Company has heretofore executed and delivered to the Trustee an Indenture, dated as of
September 30, 2008 (the “Base Indenture”).



     The Company desires and has requested the Trustee pursuant to Section 9.01 of the Base
Indenture to join with it in the execution and delivery of this Supplemental Indenture in order to
supplement the Base Indenture as and to the extent set forth herein to provide for the issuance and
the terms of the Company’s 61/2% Convertible Senior Notes due 2013 (herein called the “Notes”).



     Section 9.01 of the Base Indenture provides that a supplemental indenture may be entered into
by the Company and the Trustee without the consent of any Holders to establish the form or terms of
Securities (as defined in the Base Indenture) of any series as permitted by Sections 2.01 and 3.01
of the Base Indenture.



     The execution and delivery of this Supplemental Indenture has been duly authorized by a Board
Resolution of the Company, and all things necessary to make the Notes, when the Notes are executed
by the Company and authenticated and delivered hereunder, the valid obligations of the Company have
been done. Further, all things necessary to duly authorize the issuance of the Common Stock
issuable upon the conversion of the Notes, and to duly reserve for issuance the number of shares of
Common Stock issuable upon such conversion, have been done.



NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:




     For and in consideration of the premises and the purchase of the Notes by the Holders thereof,
it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the
Notes, as follows:



ARTICLE 1.

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




     SECTION 1.01. Definitions.



     For all purposes of this Supplemental Indenture, except as otherwise expressly provided or
unless the context otherwise requires:



4









 





     (a) capitalized terms used but not defined herein shall have the respective meanings
assigned to them in the Trust Indenture Act or the Base Indenture; provided,
however, that capitalized terms used and defined in both the Base Indenture and the
Supplemental Indenture shall have the meanings ascribed to them in this Supplemental
Indenture;



     (b) the terms defined in this ARTICLE 1 have the meanings assigned to them in this
ARTICLE 1 and include the plural as well as the singular;



     (c) all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles in the United States, and,
except as otherwise herein expressly provided, the term “generally accepted accounting
principles” with respect to any computation required or permitted hereunder shall mean such
accounting principles as are generally accepted at the date of such computation; and



     (d) all other terms used in this Supplemental Indenture, which are defined in the
Trust Indenture Act or which are by reference therein defined in the Securities Act (except
as herein otherwise expressly provided or unless the context otherwise requires), shall
have the meanings assigned to such terms in the Trust Indenture Act and in the Securities
Act as in force at the date of the execution of this Supplemental Indenture. The words
“herein,” “hereof” and “hereunder” and other words of similar import refer to this
Supplemental Indenture as a whole and not to any particular Article, Section or other
subdivision.



     “Additional Notes” means an unlimited amount of Notes (other than the Initial Notes) issued
under this Supplemental Indenture in accordance with Section 3.06, as part of the same series as
the Initial Notes.



     “Additional Shares” has the meaning specified in Section 12.01(d).



     “Adjustment Determination Date” has the meaning specified in Section 12.04(i).



     “Adjustment Event” has the meaning specified in Section 12.04(i).



     “Agent Member” means any member of, or participant in, the Depositary.



     “Aircraft Financings” means, collectively, the following notes and agreements entered into by
the Company to purchase new, and refinance existing, airplanes: (i) the Balloon Promissory Note
(S/N 1290) dated as of February 14, 2007 issued by the Company in favor of Merrill Lynch Business
Financial Services, Inc., Merrill Lynch Capital Division, in an amount of $12,500,000, (ii) the
Amortizing Promissory Note (S/N 1290) dated as of February 14, 2007 issued by the Company in favor
of Merrill Lynch Business Financial Services, Inc., Merrill Lynch Capital Division, in an amount of
$8,500,000, (iii) the Aircraft Security Agreement (GIV-SP S/N 1290) entered into as of February 14,
2007 by and between Merrill Lynch Business Financial Services, Inc., Merrill Lynch Capital
Division, as secured party on behalf of the lenders, and the Company, (iv) the Balloon Promissory
Note (S/N 1280) dated as of February 14, 2007 issued by the Company in favor of Merrill Lynch
Business Financial Services, Inc., Merrill



5









 







Lynch Capital Division, in an amount of $11,825,000, (v) the Amortizing Promissory Note (S/N
1280) dated as of February 14, 2007 issued by the Company in favor of Merrill Lynch Business
Financial Services, Inc., Merrill Lynch Capital Division, in an amount of $8,175,000, (vi) Aircraft
Security Agreement (GIV-SP S/N 1280) entered into as of February 14, 2007 by and between Merrill
Lynch Business Financial Services, Inc., Merrill Lynch Capital Division, as secured party on behalf
of the lenders, and the Company, (vii) the Balloon Promissory Note (S/N 544) dated as of February
14, 2007 issued by the Company in favor of Merrill Lynch Business Financial Services, Inc., Merrill
Lynch Capital Division, in an amount of $18,900,000, (viii) the Amortizing Promissory Note (S/N
544) dated as of February 14, 2007 issued by the Company in favor of Merrill Lynch Business
Financial Services, Inc., Merrill Lynch Capital Division, in an amount of $12,100,000, (ix) the
Aircraft Security Agreement (G-V S/N 544) entered into as of February 14, 2007 by and between
Merrill Lynch Business Financial Services, Inc., a Merrill Lynch Capital Division, as secured party
for the lenders, and the Company, (x) the Subsidiary Guaranty dated as of February 14, 2007 by
Venetian Casino Resort, LLC in favor of Merrill Lynch Business Financial Services, Inc., Merrill
Lynch Capital Division, (xi) the Balloon Promissory Note (S/N 1245) dated as of April 13, 2007
issued by the Company in favor of CFT Investments 1 LLC in an amount of $12,150,000, (xii) the
Amortizing Promissory Note (S/N 1245) dated as of April 13, 2007 issued by the Company in favor of
CFT Investments 1 LLC in an amount of $8,100,000, (xiii) the Aircraft Security Agreement (GIV-SP
S/N 1245) entered into as of April 13, 2007, by and between CFT Investments 1 LLC, as secured party
on behalf of the lenders and the Company, and (xiv) the Subsidiary Guaranty dated as of April 13,
2007 by Venetian Casino Resort, LLC in favor of Merrill Lynch Business Financial Services, Inc.,
Merrill Lynch Capital Division.



     “Applicable Procedures” means, with respect to any transfer or transaction involving a Global
Note or beneficial interest therein, the rules and procedures of DTC or any successor Depositary,
in each case to the extent applicable to such transaction and as in effect from time to time.



     “Base Indenture” has the meaning ascribed to it in the first paragraph under the caption
“Recitals of the Company.”



     “Board of Directors” means either the board of directors of the Company or any duly authorized
committee of that board.



     “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors and to be in full
force and effect on the date of such certification, and delivered to the Trustee.



     “Capital Stock” means, for any entity, any and all shares, interests, rights to purchase,
warrants, options, participations or other equivalents of or interests in (however designated)
stock issued by that entity.



     “Capitalized Lease-Back Obligation” means the total net rental obligations of the Company
under any lease entered into as part of a Sale and Lease-Back Transaction involving a Principal
Property that would, at the time any determination is to be made, be required to be capitalized on
a balance sheet in accordance with GAAP.



6









 





     “Code” means the Internal Revenue Code of 1986 as in effect on the date hereof.



     “Commission” means the United States Securities and Exchange Commission, or its successor.



     “Common Stock” means the Common Stock, par value $0.001 per share, of the Company authorized
at the date of this instrument as originally executed or as such stock may be constituted from time
to time. Subject to the provisions of Section 12.10, shares issuable upon conversion of Notes
shall include only shares of Common Stock or shares of any class or classes of common stock
resulting from any reclassification or reclassifications thereof; provided, however, that if at any
time there shall be more than one such resulting class, the shares so issuable on conversion of
Notes shall include shares of all such classes, and the shares of each such class then so issuable
shall be substantially in the proportion which the total number of shares of such class resulting
from all such reclassifications bears to the total number of shares of all such classes resulting
from all such reclassifications.



     “common stock” includes any stock of any class of Capital Stock which has no preference in
respect of dividends or of amounts payable in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the issuer thereof and which is not subject to redemption
by the issuer thereof.



     “Company” means the Person named as the “Company” in the first paragraph of this instrument
until a successor Person shall have become such pursuant to the applicable provisions of this
Supplemental Indenture, and thereafter “Company” shall mean such successor Person.



     “Consolidated Net Tangible Assets” means the total of all assets appearing on a consolidated
balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP as of a date not
more than 90 days prior to the date as of which Consolidated Net Tangible Assets are to be
determined, but excluding (i) the book amount of all intangible assets, (ii) all depreciation,
valuation and other reserves, (iii) current liabilities, (iv) any minority interest in the stock
and surplus of the Company’s Subsidiaries, and (v) deferred income and deferred liabilities.



     “Credit Agreement” means the Credit and Guarantee Agreement, dated as of May 23, 2007, by and
among Las Vegas Sands, LLC, the affiliates of Las Vegas Sands, LLC named therein as guarantors, the
lenders party hereto from time to time, The Bank of Nova Scotia, as administrative agent for the
Lenders and as collateral agent, Goldman Sachs Credit Partners L.P., Lehman Brothers Inc. and
Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners and as syndication
agents, and JPMorgan Chase Bank, as documentation agent and Commerzbank AG, as documentation
agents, including any related notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith, and in each case as amended, modified, renewed, refunded,
replaced or refinanced, in whole or in part, from time to time, including any agreement extending
the maturity of, refinancing, replacing or otherwise restructuring all or any portion of the
Indebtedness and other obligations under such agreement or agreements or any successor or
replacement agreement or agreements, and whether by the same or any other agent, lender or group of
lenders (collectively any such transactions, a “Refinancing”), which Refinancing may increase the
aggregate principal amount that may be borrowed under the



7









 







Credit Agreement (which may be more than one agreement or facility with the same or different
lenders), provided that the aggregate principal amount that may be borrowed under the Credit
Agreement shall not be increased in connection with a Refinancing by an amount more than the sum of
(i) the principal amount of any additional amounts that may be borrowed if the proceeds thereof
will be used to (x) acquire, develop, construct or improve property of the Company or any of its
Subsidiaries (including by way of acquiring any Person who is merged or consolidated into the
Company or any of its Subsidiaries or who becomes a Subsidiary of the Company) or (y) repay, redeem
or otherwise retire any secured Indebtedness of the Company or any of its Subsidiaries (other than
under the Credit Agreement) so long as the assets that were securing the Indebtedness so repaid,
redeemed or retired are directly owned by the Company after such Refinancing (for purposes of
clarity, it is understood that the Indebtedness secured by the Sands Expo and Convention Center may
be refinanced if the Sands Expo and Convention Center is owned by the Company after such
Refinancing); provided, that for purposes of clause (x) the proceeds of Indebtedness up to the cost
of the acquisition, development, construction or improvement of property which is incurred within
24 months after such acquisition, development, construction or improvement will be deemed to have
been for the purpose of acquiring, constructing or improving such property and may therefore be
part of the Credit Agreement, (ii) the amount of the fees and expenses of such Refinancing
(including any prepayment penalties or premium or accrued and unpaid interest on Indebtedness
refinanced by such Refinancing), (iii) any amount required to provide for revolving credit
facilities and term loans under the Credit Agreement with an aggregate maximum borrowing capacity
of up to $1 billion for revolving credit facilities and with an aggregate maximum borrowing
capacity for term loans not more than $4 billion, and (iv) $250 million.



     “Continuing Directors” means (a) individuals who on the Original Issue Date constituted the
Board of Directors and (b) any new directors whose election to the Board of Directors or whose
nomination for election by the stockholders of the Company was approved by at least a majority of
the directors then still in office (or a duly constituted committee thereof), either who were
directors on the Original Issue Date or whose election or nomination for election was previously so
approved.



     “Conversion Agent” means any Person authorized by the Company to convert Notes in accordance
with ARTICLE 12. The Company has initially appointed the Trustee as its Conversion Agent pursuant
to Section 10.02.



     “Conversion Date” has the meaning specified in Section 12.02(d).



     “Conversion Obligation” means the obligation of the Company to deliver the consideration due
under ARTICLE 12 upon a conversion of the Notes in accordance herewith.



     “Conversion Price” means at any given time the amount equal to $1,000 divided by the then
current Conversion Rate.



     “Conversion Rate” has the meaning specified in Section 12.01(a).



     “corporation” means a corporation, company, association, joint-stock company or business
trust.



8









 





     “Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any
successor entity thereto.



     “Daily Conversion Value” means, for each of the 25 consecutive VWAP Trading Days during the
applicable Observation Period, one-twenty fifth (1/25) of the product of (a) the applicable
Conversion Rate and (b) the Daily VWAP of the Common Stock (or the Reference Property pursuant to
Section 12.10) on such VWAP Trading Day, as determined by the Company. Any such determination
shall be conclusive absent manifest error.



     “Daily VWAP” of the Common Stock means, for any VWAP Trading Day during the applicable
Observation Period, the per share volume-weighted average price as displayed under the heading
“Bloomberg VWAP” on Bloomberg page LVS.N <equity> AQR (or any equivalent successor page) in
respect of the period from 9:30 a.m. to 4:00 p.m., New York City time, on such VWAP Trading Day
(without regard to after-hours trading), or if such volume-weighted average price is unavailable,
the market value of one share of Common Stock (or one unit of reference property consisting of
marketable equity securities) on such VWAP Trading Day using a volume-weighted method (or, in the
case of reference property consisting of cash, the amount of such cash or in the case of reference
property other than marketable equity securities or cash, the market value thereof), in each case
as determined by a nationally recognized independent investment banking firm retained for this
purpose by the Company.



     “Default” means any event which is, or after notice or lapse of time or both would become, an
Event of Default pursuant to Section 5.01.



     “Defaulted Interest” has the meaning specified in Section 3.11.



     “Delivery Date” has the meaning specified in Section 12.04(l).



     “Depositary” means, with respect to Notes issuable in whole or in part in the form of one or
more Global Notes, a clearing agency registered under the Exchange Act that is designated to act as
Depositary for such Notes as contemplated by Section 3.07.



     “Distributed Property” has the meaning specified in Section 12.04(c).



     “Distribution Compliance Period,” with respect to any Notes, means the period of 40
consecutive days beginning on and including the later of (i) the day on which such Notes are first
offered to Persons other than distributors (as defined in Regulation S under the Securities Act) in
reliance on Regulation S and (ii) the issue date with respect to such Notes.



     “DTC” means The Depository Trust Company, a New York corporation, or any successor.



     “Effective Date” means the date on which a Fundamental Change occurs or becomes effective.



     “Event of Default” has the meaning specified in Section 5.01.



9









 





     “Ex-Date” means, with respect to any distribution on the Common Stock, the first date on which
the shares of Common Stock trade on the relevant exchange or in the relevant market, regular way,
without the right to receive the distribution in question.



     “Exchange Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in
each case as amended from time to time.



     “Extension Fee” has the meaning specified in Section 5.02.



     “Fundamental Change” will be deemed to have occurred at the time after the Original Issue Date
that any of the following occurs:




     (1) the Company becomes aware (by way of a report or any other filing pursuant
to Section 13(f) of the Exchange Act, proxy, vote, written notice or otherwise) of
(i) the acquisition by any Person or group, including any group acting for the
purpose of acquiring, holding or disposing of securities within the meaning of Rule
13d-5(b)(1) under the Exchange Act, other than the Principal Stockholder and his
Related Parties, in a single transaction or in a related series of transactions, by
way of a merger, consolidation or other business combination or purchase of
beneficial ownership of 50% or more of the total voting power of all shares of the
Company’s Capital Stock entitled to vote generally in elections of directors; or




     (2) the Company (i) merges or consolidates with or into any other Person, another
Person merges with or into the Company, or the Company conveys, sells, transfers or leases
all or substantially all of the Company’s assets to another Person or (ii) engages in any
recapitalization, reclassification or other transaction in which all or substantially all of
the Common Stock is exchanged for or converted into cash, securities or other property, in
each case, other than a merger or consolidation:




     (a) that does not result in a reclassification, conversion, exchange or
cancellation of the Company’s outstanding Common Stock; or




     (b) which is effected solely to change the Company’s jurisdiction of
incorporation and results in a reclassification, conversion or exchange of
outstanding shares of the Company’s Common Stock solely into shares of common stock
of the surviving entity;




     (3) the first day on which a majority of the members of the Board of Directors do not
consist of Continuing Directors;




     (4) the Company is liquidated or dissolved or holders of Common Stock approve any plan
or proposal for the Company’s liquidation or dissolution; or




     (5) if shares of the Common Stock, or shares of any other common stock into which the
Notes are convertible pursuant to the terms of this Supplemental Indenture, are



10









 







not listed for trading on any of the New York Stock Exchange, the NASDAQ Global Market
or the NASDAQ Global Select Market (or any of their respective successors);


provided, however that the definition of Fundamental Change shall not include a transaction
described under clause (1) or any event specified under clause (2), in each case, if at
least 90% or more of the consideration for the Common Stock (excluding cash payments for
fractional shares and cash payments made pursuant to dissenters’ appraisal rights and cash
dividends) in connection with such event consists of shares of common stock or depositary
receipts in respect of shares of common stock traded on any of the New York Stock Exchange,
the NASDAQ Global Market or the NASDAQ Global Select Market (or any of their respective
successors) (or that will be so traded or quoted immediately following the transaction)
and, as a result of such transaction or transactions, the Notes become convertible (to the
extent otherwise convertible into shares of Common Stock) into such shares of common stock
pursuant to Section 12.10.




     “Fundamental Change Repurchase Date” has the meaning specified in Section 11.02(a).



     “Fundamental Change Repurchase Notice” has the meaning specified in Section 11.02(a)(i).



     “Fundamental Change Repurchase Price” has the meaning specified in Section 11.02(a).



     “Fundamental Change Repurchase Right Notice” has the meaning specified in Section 11.02(b).



     “Gaming Authority” means any agency, authority, board, bureau, commission, department, office
or instrumentality of any nature whatsoever of the United States or foreign government, any state,
province or any city or other political subdivision, whether now or hereafter existing, or any
officer or official thereof, including without limitation, the Nevada Gaming Commission, the Nevada
State Gaming Control Board, the Clark County Liquor and Gaming Licensing Board, the Macau Gaming
Authorities, the Pennsylvania Gaming Control Board, the Singapore Casino Regulatory Authority and
any other agency with authority to regulate any gaming operation (or proposed gaming operation)
owned, managed or operated by the Company or any of its subsidiaries.



     “Gaming License” means every license, franchise or other authorization required to own, lease,
operate or otherwise conduct activities of the Company or any of its subsidiaries and the
regulations promulgated pursuant thereto, and other applicable federal, state, foreign or local
laws.



     “Global Note” means a Note bearing the Global Note Legend that is registered in the Securities
Register in the name of a Depositary or a nominee thereof, including the Rule 144A Global Note, IAI
Global Note, Temporary Regulation S Global Note and the Permanent Regulation S Global Note.



     “Global Note Legend” means one or more applicable legends set forth in Section 2.02, taken
together, which are required to be placed on all Global Notes issued under this



11









 







Supplemental Indenture, including such legends as are required to be included on any Rule 144A
Global Note, IAI Global Note or Regulation S Global Note.



     “Hedging Agreements” means (a) currency exchange or interest rate swap agreements, currency
exchange or interest rate cap agreements and currency exchange or interest rate collar agreements
and (b) other agreements or arrangements designed to protect against fluctuations in currency
exchange or interest rates.



     “Holder” means the Person in whose name the Note is registered in the Securities Register.



     “IAI Global Note” has the meaning specified in Section 2.01



     “Indebtedness” of any Person means, without duplication, (i) the principal of and premium (if
any) in respect of (A) Indebtedness of such Person for money borrowed and (B) Indebtedness
evidenced by notes, debentures, bonds or other similar instruments for the payment of which such
Person is responsible or liable; (ii) all capital lease obligations of such Person; (iii) all
obligations of such Person issued or assumed as the deferred purchase price of property, assets or
services, all conditional sale obligations and all obligations under any title retention agreement
(but excluding operating leases and trade accounts payable arising in the ordinary course of
business); (iv) all obligations of such Person for the reimbursement of any obligor on any letter
of credit, banker’s acceptance or similar credit transaction (other than obligations with respect
to letters of credit securing obligations (other than obligations described in (i) through (iii)
above) entered into in the ordinary course of business of such Person to the extent such letters of
credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later
than the third Business Day following receipt by such Person of a demand for reimbursement
following payment on the letter of credit); (v) all obligations of the type referred to in clauses
(i) through (iv) of other Persons and all dividends of other Persons for the payment of which, in
either case, such Person is responsible or liable as obligor, guarantor or otherwise; and (vi) all
obligations of the type referred to in clauses (i) through (v) of other Persons secured by any Lien
on any property or asset of such Person (whether or not such obligation is assumed by such Person),
the amount of such obligation being deemed to be the lesser of the value of such property or asset
or the amount of the obligation so secured.



     “Indenture” has the meaning specified in the first paragraph of this instrument.



     “Initial Holder” means the initial Holder of the Notes issued on the Original Issue Date.



     “Initial Notes” means the first $475 million in aggregate principal amount of the Notes issued
under this Supplemental Indenture on the date hereof. The Initial Notes and the Additional Notes
shall be treated as a single class for all purposes under this Supplemental Indenture, and unless
the context otherwise requires, all references to the Notes shall include the Initial Notes and any
Additional Notes.



     “Interest Payment Date” means January 1, April 1, July 1 and October 1 of each year, beginning
on January 1, 2009.



     “Interest Period” has the meaning specified in Section 3.02.



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     “Last Reported Sale Price” means, with respect to the Common Stock, on any date, the closing
sale price per share (or if no closing sale price is reported, the average of the last bid and ask
prices or, if more than one in either case, the average of the average last bid and the average
last ask prices) on such date as reported in composite transactions for the principal United States
national or regional securities exchange on which the Common Stock is traded, as determined by the
Company. If the Common Stock is not listed for trading on a United States national or regional
securities exchange on the relevant date, the “Last Reported Sale Price” shall be the average of
the last quoted bid and ask prices per share of Common Stock in the over-the-counter market on the
relevant date, as reported by Pink Sheets LLC or a similar organization. If the Common Stock is
not so quoted, the Last Reported Sale Price shall be the average of the mid-point of the last bid
and ask prices for the Common Stock on the relevant date from each of at least three nationally
recognized independent investment banking firms selected by the Company for that purpose. Any such
determination shall be conclusive absent manifest error. The Last Reported Sale Price shall be
determined without reference to extended or after hours trading.



     “Liens” means, with respect to any asset, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or
otherwise perfected under applicable law (including any conditional sale or other title retention
agreement or any lease in the nature thereof).



     “Make-Whole Fundamental Change” means any transaction or event that constitutes a Fundamental
Change pursuant to clauses (1), (2), (4) or (5) under the definition of Fundamental Change (giving
effect to the proviso to such definition).



     “Make-Whole Reference Date” means with respect to any Make-Whole Fundamental Change, the date
on which such Make-Whole Fundamental Change is publicly announced, occurs or becomes effective.



     “Market Disruption Event” means the occurrence or existence on any Scheduled Trading Day for
the Common Stock of any suspension or limitation imposed on trading (by reason of movements in
price exceeding limits permitted by the stock exchange or otherwise) in the Common Stock or in any
options contracts or futures contracts relating to the Common Stock, and such suspension or
limitation occurs or exists at any time within the 30 minutes prior to the closing time of the
relevant exchange on such day.



     “Maturity,” when used with respect to any Notes, means the date on which the principal of such
Notes becomes due and payable as therein or herein provided, whether on the Maturity Date or by
declaration of acceleration, exercise of the repurchase right set forth in ARTICLE 11 or otherwise.



     “Maturity Date” means, with respect to the Notes, October 1, 2013.



     “Merger Event” has the meaning specified in Section 12.10.



     “Non-Global Note” means a certificated Note registered in the name of the Holder thereof and
issued in accordance with this Supplemental Indenture, substantially in the form of Section 2.02
hereof, except that such Note will not bear any Global Note Legend.



13









 





     “Notes” has the meaning ascribed to it in the first paragraph under the caption “Recitals of
the Company.” Unless the context otherwise requires, all references to the Notes shall include the
Initial Notes and any Additional Notes.



     “Notice of Conversion” has the meaning specified in Section 12.02(d).



     “Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel
to the Company, and who shall be reasonably acceptable to the Trustee.



     “Original Issue Date” means September 30, 2008.



     “Outstanding,” when used with respect to the Notes, means, as of the date of determination,
all Notes theretofore authenticated and delivered under this Supplemental Indenture, except:




     (i) Notes theretofore canceled by the Trustee or delivered to the Trustee for
cancellation;




     (ii) Notes for the payment of which money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the Company)
in trust or set aside and segregated in trust by the Company (if the Company shall
act as its own Paying Agent) for the Holders of such Notes in accordance with the
terms of this Supplemental Indenture;




     (iii) Notes which have been paid pursuant to Section 3.10 or in exchange for or
in lieu of which other Notes have been authenticated and delivered pursuant to this
Supplemental Indenture;




     (iv) Notes converted into Common Stock pursuant to ARTICLE 12; and




     (v) Notes redeemed or repurchased pursuant to ARTICLE 11;


provided, however, that, in determining whether the Holders of the requisite principal amount of
Outstanding Notes are present at a meeting of Holders for quorum purposes or have given any
request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the
Company or any other obligor upon the Notes or any Affiliate of the Company (except the Principal
Stockholder and his Related Parties) or such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon
any such determination as to the presence of a quorum or upon any such request, demand,
authorization, direction, notice, consent or waiver, only Notes which a Responsible Officer of the
Trustee has been notified in writing to be so owned shall be so disregarded. Notes so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee is not the Company or
any other obligor upon the Notes or any Affiliate of the Company or such other obligor, and the
Trustee shall be protected in relying upon an Officers’ Certificate to such effect.




14









 








     “Paying Agent” means any Person authorized by the Company to pay the principal of or interest
on any Notes on behalf of the Company and, except as otherwise specifically set forth herein, such
term shall include the Company if it shall act as its own Paying Agent. The Company has initially
appointed the Trustee as its Paying Agent pursuant to Section 10.02.



     “Permanent Regulation S Global Note” has the meaning specified in Section 2.01.



     “Permitted Liens” means:




     (1) Liens securing obligations under the Credit Agreement;




     (2) Liens on any property acquired, constructed or improved by the Company to
secure or provide for the payment of any part of the purchase price of the property
or the cost of the construction or improvement, or any Lien on any such property
existing at the time of acquisition thereof;




     (3) Liens on any property of another company existing at the time such company
is acquired by merger, consolidation or acquisition of substantially all of its
stock or its assets; provided, that such Liens were in existence prior to the
consummation of, and were not entered into in contemplation of, such merger,
consolidation or acquisition and do not extend to any other assets other than those
of the company acquired by, merged into or consolidated with the Company;




     (4) Liens incurred or deposits made in the ordinary course of business or in
the construction of any Principal Property in connection with workers’ compensation,
unemployment insurance and other types of social security, or to secure the
performance of tenders, statutory obligations, surety and appeal bonds, bids,
leases, government contracts, trade contracts, performance and return-of-money bonds
and other similar obligations (exclusive of obligations for the payment of borrowed
money);




     (5) easements, rights-of-way, aviational or navigational servitudes,
restrictions, encroachments, and other defects or irregularities in title and other
similar charges or encumbrances, in each case which do not and will not interfere in
any material respect with the ordinary conduct of the business of the Company or any
of its Subsidiaries;




     (6) Liens in favor of customs and revenue authorities arising as a matter of
law to secure payment of customs duties in connection with the importation of goods;




     (7) Liens in connection with tax assessments or other governmental charges, or
as security required by law or governmental regulation as a condition to the
transaction of any business or the exercise of any privilege or right;




     (8) Liens to secure a stay of process in proceedings to enforce a contested
liability, or required in connection with the institution of legal proceedings or in
connection with any other order or decree in any such



15









 







proceeding or in connection with any contest of any tax or other governmental
charge, or deposits with a governmental agency entitling the Company or a Subsidiary
of the Company to maintain self-insurance or to participate in other specified
insurance arrangements or any judgment attachment or judgment Lien not constituting
an Event of Default;




     (9) warehouseman’s, suppliers’, materialmen’s, repairmen’s, mechanics’,
carriers’, workmen’s and other like Liens;




     (10) any zoning or similar law or right reserved to or vested in any
governmental office or agency to control or regulate the use of any real property;




     (11) licenses of patents, trademarks and other intellectual property rights
granted by the Company in the ordinary course of business and not interfering in any
material respect with the ordinary conduct of the business of the Company or any of
its Subsidiaries;




     (12) Liens incurred in connection with Hedging Agreements;




     (13) Liens existing on the date of this Supplemental Indenture with respect to
any property;




     (14) Liens in favor of the Company;




     (15) Liens with respect to any Aircraft Financings;




     (16) the creation of any other Lien, if, after giving effect to the creation
thereof, the total of (i) the aggregate principal amount of Indebtedness of the
Company secured by all Liens created under this clause (16), plus (ii) the aggregate
amount of Capitalized Lease-Back Obligations of the Company under the entire
unexpired terms of all leases entered into in connection with Sale and Lease-Back
Transactions which would have been precluded by the provision for limitations on
such transactions described under Section 10.08 hereof, but for the satisfaction of
the condition referred to in clause (2) of such provision, will not exceed an amount
equal to 15% of Consolidated Net Tangible Assets;




     (17) leases or subleases in the nature of a Lien granted to third parties in
compliance with the terms of this Supplemental Indenture and not interfering in any
material respect with the ordinary conduct of the business of the Company or its
Subsidiaries;




     (18) Liens securing any extension, renewal, replacement or refinancing of any
Indebtedness secured by a Lien permitted by any of the foregoing clauses (1) through
(17) or this clause (18), provided the amount secured is not increased, plus
reasonable fees and expenses incurred and any prepayment penalties, premiums and
accrued interest paid in connection with any extension, renewal, replacement or
refinancing;



16









 






     (19) Liens securing other Indebtedness, provided that the aggregate outstanding
principal amount of Indebtedness secured by Liens under this clause (18) does not
exceed $150 million at any one time; and




     (20) Liens in favor of the Trustee created or contemplated by the terms of this
Supplemental Indenture.



     “Person” means any individual, corporation, limited liability company, partnership, joint
venture, trust, estate, unincorporated organization or government or any agency or political
subdivision thereof and any syndicate or group that would be deemed a “person” under Section
13(d)(3) of the Exchange Act.



     “Predecessor Note” of any particular Note means every previous Note evidencing all or a
portion of the same debt as that evidenced by such particular Note; and, for the purposes of this
definition, any Note authenticated and delivered under Section 3.10 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Note.



     “Press Release” means any press release issued by the Company and disseminated to a reputable
national newswire service.



     “Principal Property” means any single property owned by the Company having a gross book value
in excess of the greater of (x) $25.0 million and (y) 2% of Consolidated Net Tangible Assets.
Notwithstanding the foregoing, Principal Property shall exclude all Capital Stock of the Company
and its Subsidiaries; provided, however, that if the Company creates any Lien on any Capital Stock
of any Subsidiary of the Company, then Principal Property shall include such Capital Stock. If the
inclusion of any Capital Stock within the definition of “Principal Property” requires the prior
approval of any Gaming Authority, the Company shall, prior to granting any Lien on such Capital
Stock, obtain the approval of such Gaming Authority for the inclusion of such Capital Stock within
the definition of “Principal Property.”



     “Principal Stockholder” means Sheldon G. Adelson.



     “Purchase Agreement” means that certain Convertible Note Purchase Agreement, dated as of
September 30, 2008, entered into by and between the Company and the purchaser identified therein.



     “Reference Property” has the meaning specified in Section 12.10.



     “Registrar” means the Trustee, for the purpose of registering Notes and transfers of Notes.



     “Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement,
dated as of September 30, 2008, entered into by and among the Company and the stockholders party
thereto, as amended, supplemented or modified from time to time; provided that the term,
“Registration Rights Agreement,” when used in reference to any issue of Additional Notes, shall be
deemed to mean the registration rights agreement (if any) entered into



17









 







in respect of the registration of such issue of Additional Notes and the Common Stock into
which such Additional Notes are convertible.



     “Related Parties” means (1) any spouse and any child, stepchild, sibling or descendant of the
Principal Stockholder; (2) any estate of the Principal Stockholder or any person under clause (1);
(3) any person who receives a beneficial interest in the Company from an estate under clause (2) to
the extent of such interest; (4) any executor, personal administrator or trustee who holds such
beneficial interest in the Company for the benefit of, or as fiduciary for, any person under
clauses (1), (2), or (3) to the extent of such interest; (5) any corporation, partnership, limited
liability company, trust, or similar entity owned or controlled by the Principal Stockholder or any
person referred to in clause (1), (2), (3) or (4) or for the benefit of any person referred to in
clause (1); and (6) the spouse or issue of one or more of the individuals described in clause (1).



     “Regular Record Date” for interest payable in respect of any Note on any Interest Payment Date
means 5:00 p.m. New York time on the March 15, June 15, September 15 or December 15 (whether or not
a Business Day), as the case may be, next preceding such Interest Payment Date.



     “Regulation S Global Note” means the Temporary Regulation S Global Note and the Permanent
Regulation S Global Note collectively.



     “Restricted Notes” means all Notes required pursuant to Section 3.08(c) to bear any Restricted
Securities Legend. Such term includes the Restricted Global Note.



     “Restricted Global Note” means any Global Note required pursuant to Section 3.08(c) to bear
any Restricted Securities Legend.



     “Restricted Securities Legends” means, collectively, the legends substantially in the forms of
the legends required in the form of Note set forth in Section 2.02 to be placed on each Restricted
Note.



     “Rule 144A Global Note” has the meaning specified in Section 2.01.



     “Sale and Lease-Back Transaction” has the meaning specified in Section 10.08.



     “Scheduled Trading Day” means a day that is scheduled to be a Trading Day on the principal
United States national or regional securities exchange or market on which the Common Stock is
listed or admitted for trading or, if the Common Stock is not listed or admitted for trading on any
exchange or market, a Business Day.



     “Securities Act” means the Securities Act of 1933 and any statute successor thereto, in each
case as amended from time to time.



     “Securities Register” has the meaning specified in Section 3.08(a).



18









 





     “Significant Subsidiary” means, with respect to any Person, a subsidiary of such Person that
would constitute a “significant subsidiary” as such term is defined under Rule 1-02 of Regulation
S-X under the Securities Act and the Exchange Act.



     “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 3.11.



     “Spin-Off” has the meaning specified in Section 12.04(c).



     “Stock Price” means the price per share of Common Stock at the time of a Make-Whole
Fundamental Change pursuant to which Additional Shares shall be added to the Conversion Rate as set
forth in Section 12.01(d), which shall be equal to (i) if holders of Common Stock receive only cash
consideration for their shares of Common Stock in connection with a Make-Whole Fundamental Change,
the cash amount paid per share of Common Stock and (ii) in all other cases, the average of the Last
Reported Sale Price of the Common Stock over the 10 consecutive Trading Day period ending on the
Trading Day preceding the Effective Date of such Make-Whole Fundamental Change.



     “Successor Note” of any particular Note means every Note issued after, and evidencing all or a
portion of the same debt as that evidenced by, such particular Note; and, for the purposes of this
definition, any Note authenticated and delivered under Section 3.10 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Note.



     “Supplemental Indenture” has the meaning specified in the first paragraph of this instrument.



     “Temporary Regulation S Global Note” has the meaning specified in Section 2.01.



     “Trigger Event” has the meaning specified in Section 12.04(c).



     “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of
which this instrument was executed; provided, however, that in the event the Trust Indenture Act of
1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.



     “Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument
until a successor Trustee shall have become such pursuant to the applicable provisions of this
Supplemental Indenture, and thereafter “Trustee” shall mean such successor Trustee.



     “Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to
time.



     “VWAP Market Disruption Event” means (i) a failure by the principal United States national or
regional securities exchange or market on which the Common Stock is listed or admitted to trading
to open for trading during its regular trading session or (ii) the occurrence or existence prior to
1:00 p.m. New York City time on any Scheduled Trading Day for the Common



19









 







Stock for an aggregate one half-hour period of any suspension or limitation imposed on trading
(by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in
the Common Stock or in any options contracts or futures contracts relating to the Common Stock.



     “VWAP Trading Day” means a day during which (i) trading in the Common Stock generally occurs
during the regular trading session on the principal United States national or regional securities
exchange or market on which the Common Stock is listed or admitted for trading and (ii) there is no
VWAP Market Disruption Event. If the Common Stock is not so listed or traded, then VWAP Trading Day
means a Business Day.



     SECTION 1.02. Effect of Headings and Table of Contents.



     The Article and Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.



     SECTION 1.03. Conflict With Trust Indenture Act.



     If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture
Act that is required under such Act to be a part of and govern this Supplemental Indenture, the
latter provision shall control. If any provision of this Supplemental Indenture modifies or
excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Supplemental Indenture as so modified or to be excluded,
as the case may be.



     SECTION 1.04. Successors and Assigns.



     All covenants and agreements in this Supplemental Indenture by the Company shall bind its
successors and assigns, whether so expressed or not.



     SECTION 1.05. Separability Clause.



     In case any provision in this Supplemental Indenture or in the Notes shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.



     SECTION 1.06. Benefits of Indenture.



     Nothing in this Supplemental Indenture or in the Notes, express or implied, shall give to any
Person, other than the parties hereto and their successors hereunder and the Holders, any benefit
or any legal or equitable right, remedy or claim under this Supplemental Indenture.



     SECTION 1.07. Governing Law.



     This Supplemental Indenture and the Notes shall be governed by and construed in accordance
with the laws of the State of New York.




	 	 	SECTION 1.08. Legal Holidays.




20









 











     In any case where any Interest Payment Date, Fundamental Change Repurchase Date or the
Maturity Date of any Note or the last date on which a Holder has the right to convert his Notes
shall not be a Business Day, then (notwithstanding any other provision of this Supplemental
Indenture or of the Notes) payment of interest or principal or conversion of the Notes need not be
made on such date, but may be made on the next succeeding Business Day with the same force and
effect as if made on the Interest Payment Date or Fundamental Change Repurchase Date or at the
Maturity Date, or on such last day for conversion; provided that no interest shall accrue for the
period from and after such Interest Payment Date, Fundamental Change Repurchase Date or the
Maturity Date, as the case may be. Notwithstanding the foregoing, the right to convert a Note
shall cease at the close of business on the third Scheduled Trading Day immediately preceding the
Maturity Date.



     SECTION 1.09. Relationship with Base Indenture.



     The terms and provisions contained in the Base Indenture shall constitute, and are hereby
expressly made, a part of this Supplemental Indenture and the Company and the Trustee, by their
execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions
and to be bound thereby. However, to the extent any provision of the Base Indenture conflicts with
the express provisions of this Supplemental Indenture, the provisions of this Supplemental
Indenture shall govern and be controlling.



     The Trustee accepts the amendment of the Base Indenture effected by this Supplemental
Indenture and agrees to execute the trust created by the Base Indenture as hereby amended, but only
upon the terms and conditions set forth in the Indenture, including the terms and provisions
defining and limiting the liabilities and responsibilities of the Trustee in the performance of the
trust created by the Base Indenture, and without limiting the generality of the foregoing, the
Trustee shall not be responsible in any manner whatsoever for or with respect to any of the
recitals or statements contained herein, all of which recitals or statements are made solely by the
Company, or for or with respect to (1) the validity or sufficiency of this Supplemental Indenture
or any of the terms or provisions hereof, (2) the proper authorization hereof by the Company, (3)
the due execution hereof by the Company or (4) the consequences (direct or indirect and whether
deliberate or inadvertent) of any amendment herein provided for, and the Trustee makes no
representation with respect to any such matters.



ARTICLE 2.

NOTE FORMS




     SECTION 2.01. Form Generally.



     The Notes shall be in substantially the form set forth in this ARTICLE 2, with such
appropriate insertions, omissions, substitutions and other variations as are required or permitted
by this Supplemental Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply with the rules of any
securities exchange, the Code, and regulations thereunder, or as may, consistent herewith, be
determined by the officers executing such Notes, as evidenced by their



21









 







execution thereof. The Company shall furnish any such legends and endorsements to the Trustee
in writing. All Notes shall be in fully registered form.



     Notices of Conversion shall be in substantially the form set forth in Section 2.03.



     The Notes shall be printed, lithographed, typewritten or engraved or produced by any
combination of these methods or may be produced in any other manner permitted by the rules of any
automated quotation system or securities exchange (including on steel engraved borders if so
required by any securities exchange upon which the Notes may be listed) on which the Notes may be
listed for trading, as the case may be, all as determined by the officers executing such Notes, as
evidenced by their execution thereof.



     Upon their original issuance, the Initial Notes issued as contemplated by the Purchase
Agreement shall be issued in the form of one or more Non-Global Notes in definitive, fully
registered form without interest coupons and bearing the applicable Restricted Securities Legend.
Such Notes are initially being offered and sold to “accredited investor(s)” as defined in Rule 501
promulgated under the Securities Act (“Rule 501”). Subject to the limitations imposed by the
federal securities laws, if the rules and procedures of DTC permit, upon written request to the
Trustee by any original Holder of such Non-Global Notes, any such Holder may transfer all or part
of any Non-Global Notes that it holds to a transferee and such transferee may take delivery of such
Notes in the form of beneficial interests in one or more Global Notes, which Notes may be
transferred to domestic transferees, in accordance with Section 3.08, in the form of a “Rule 144A
Global Note,” in the event that such transfer is effected pursuant to Rule 144A promulgated under
the Securities Act (“Rule 144A”), or an “IAI Global Note,” in the event that such transfer is
effected pursuant to Rule 501, in each case, in accordance with the written direction of such
transferor. If any such Initial Notes are transferred in offshore transactions in reliance on
Regulation S under the Securities Act (“Regulation S”) in accordance with the limitations set forth
in Section 2.02, and if the rules and procedures of DTC, Clearstream Banking, S.A. (“Clearstream
Luxembourg”) and Euroclear Bank S.A./N.V. (“Euroclear Bank”), as operator of the Euroclear System
(“Euroclear”) permit, upon written request to the Trustee by the transferor, such transferee may
take delivery of such Notes in the form of beneficial interests in one or more Global Notes. In
such circumstances, in the event that a Global Note is issued or transferred (i) during the
Distribution Compliance Period, it shall be referred to as a “Temporary Regulation S Global Note,”
and (ii) following the Distribution Compliance Period, it shall be referred to as the “Permanent
Regulation S Global Note,” it being understood that each such Global Note shall bear the applicable
Restricted Securities Legend set forth in Section 2.02 with respect to Notes offered or transferred
in reliance on Regulation S.



     All Global Notes shall be issued in fully registered form without interest coupons and shall
be deposited on behalf of the holders of such Notes represented thereby with the Trustee, at its
Corporate Trust Office, as Custodian for DTC, and registered in the name of its nominee, duly
executed by the Company and authenticated by the Trustee as hereinafter provided. Clearstream
Luxembourg and Euroclear Bank may hold beneficial interests in Global Notes bearing the applicable
Regulation S legend, as set forth in Section 2.02, on behalf of their participants through their
respective depositories. Beneficial interests in Global Notes bearing the applicable Regulation S
legend may also be held through organizations other than Clearstream Luxembourg



22









 







and Euroclear that are participants in DTC. The aggregate principal amount of each Global
Note may from time to time be increased or decreased by adjustments made on the records of the
Custodian as hereinafter provided, subject in each case to compliance with the Applicable
Procedures.



     SECTION 2.02. Form of Note.



[FORM OF FACE OF NOTE]



[Global Note Legend]



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE

HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES
OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF.



[[FOR REGULATION S GLOBAL NOTE ONLY] UNTIL 40 DAYS AFTER THE LATER OF COMMENCEMENT OR COMPLETION OF
THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN
THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER
OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.]



[Restricted Note Legend — Notes Offered Otherwise than in Reliance on Regulation S, including Rule
144A Global Notes, IAI Global Notes and transfer restricted Non-Global Notes]



THIS NOTE (OR ITS PREDECESSOR) AND ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE WERE
ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON
CONVERSION OF THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE


23









 






IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS
OF SECTION 5 OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY
THAT (A) THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE OFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) WITHIN THE UNITED STATES TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) TO AN “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT THAT, PRIOR
TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE
TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN
$250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH
THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (V) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE.



[Restricted Note Legend — Regulation S]



THIS NOTE (OR ITS PREDECESSOR) AND ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE WERE
ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE
SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE
SECURITIES ACT.



[Temporary Regulation S Global Note Legend]



EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL
NOTE WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL NOTE OR ANY OTHER
NOTE REPRESENTING AN INTEREST IN THE NOTES REPRESENTED HEREBY


24









 






WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE
“40-DAY DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(b)(2) OF REGULATION S UNDER
THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE
THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED
SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. DURING
SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY
REGULATION S GLOBAL NOTE MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED (I) TO THE COMPANY, (II) OUTSIDE
THE UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, (III) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR (IV) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. HOLDERS OF INTERESTS IN THIS
TEMPORARY REGULATION S GLOBAL NOTE WILL NOTIFY ANY PURCHASER OF THIS NOTE OF THE RESALE
RESTRICTIONS REFERRED TO ABOVE, IF THEN APPLICABLE.



BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY BE EXCHANGED FOR INTERESTS IN A
RULE 144A GLOBAL NOTE, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE
PERIOD, ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE NOTES IN COMPLIANCE
WITH RULE 144A AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL NOTE FIRST DELIVERS TO THE TRUSTEE
A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION
S GLOBAL NOTE IS BEING TRANSFERRED (A) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES TO BE A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, (B) TO A PERSON WHO IS PURCHASING
FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, AND (C) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES
OF THE UNITED STATES AND OTHER JURISDICTIONS.



AFTER THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL INTERESTS IN THIS TEMPORARY
REGULATION S GLOBAL NOTE MAY BE EXCHANGED FOR INTERESTS IN AN IAI GLOBAL NOTE ONLY IF (1) SUCH
EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE NOTES IN COMPLIANCE WITH AN EXEMPTION UNDER
THE SECURITIES ACT AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL NOTE FIRST DELIVERS TO THE
TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE
REGULATION S GLOBAL NOTE IS BEING
TRANSFERRED (A) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1),(2),(3) OR (7)
UNDER THE SECURITIES ACT THAT, PRIOR TO SUCH


25









 






TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF
SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN
OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES AND OTHER JURISDICTIONS.



BENEFICIAL INTERESTS IN A RULE 144A GLOBAL NOTE OR AN IAI GLOBAL NOTE MAY BE TRANSFERRED TO A
PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE REGULATION S GLOBAL NOTE, WHETHER
BEFORE OR AFTER THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR
FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO
THE EFFECT THAT SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S OR
RULE 144 (IF AVAILABLE).



[Non-Global Notes Legend]



IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH
CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT
THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.



[Gaming Legend — All Notes]



IF AT ANY TIME ANY GAMING AUTHORITY FINDS THAT AN OWNER OF THIS NOTE IS UNSUITABLE TO CONTINUE TO
HAVE AN INVOLVEMENT IN GAMING IN ANY JURISDICTION, SUCH OWNER MUST DISPOSE OF SUCH NOTE AS PROVIDED
BY THE LAWS OF SUCH JURISDICTION. SUCH LAWS AND REGULATIONS MAY RESTRICT THE RIGHT UNDER CERTAIN
CIRCUMSTANCES: (A) TO PAY OR RECEIVE ANY DIVIDEND OR INTEREST UPON SUCH NOTE; (B) TO EXERCISE,
DIRECTLY OR THROUGH ANY TRUSTEE OR NOMINEE, ANY VOTING RIGHT CONFERRED BY SUCH NOTE; OR (C) RECEIVE
ANY REMUNERATION IN ANY FORM FROM THE COMPANY, FOR SERVICES RENDERED OR OTHERWISE.





26











 





LAS VEGAS SANDS CORP.

61/2% Convertible Senior Notes due 2013




No.                                    



CUSIP No. [                    ]




          LAS VEGAS SANDS CORP., a corporation duly organized and existing under the laws of the State
of Nevada (herein called the “Company,” which term includes any successor Person under the
Supplemental Indenture referred to on the reverse hereof), for value received, hereby promises to
pay to                                       
  , or registered assigns, the principal sum of                     
United States
Dollars (U.S. $                    ) [if this Note is a Global Note, then insert — (which principal amount may
from time to time be decreased to such other principal amounts by adjustments made on the records
of the Registrar hereinafter referred to in accordance with the Supplemental Indenture)] on October
1, 2013 (the “Maturity Date”), and to pay interest thereon, from October 1, 2008, or from the most
recent Interest Payment Date (as defined below) to which interest has been paid or duly provided
for, quarterly in arrears on January 1, April 1, July 1 and October 1 of each year (each, an
“Interest Payment Date”), commencing January 1, 2009, at the rate of 61/2% per annum, except as
otherwise provided below. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date shall, as provided in the Indenture, be paid to the Person in whose name
this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular
Record Date for such interest, which shall be the March 15, June 15, September 15 or December 15
(whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.
Except as otherwise provided in the Supplemental Indenture, any such interest not so punctually
paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record
Date and may either be paid to the Person in whose name this Note (or one or more Predecessor
Notes) is registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee pursuant to Section 3.11 of the Supplemental
Indenture, notice whereof shall be given to Holders not less than 10 calendar days prior to the
Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the
requirements of any automated quotation system or securities exchange on which the Notes may then
be listed for trading, and upon such notice as may be required by such exchange, all as more fully
provided in the Supplemental Indenture. Payments of principal shall be made upon the surrender of
this Note by the Holder thereof at the Corporate Trust Office of the Trustee, or at such other
office or agency of the Company as may be designated by it for such purpose in such lawful monies
of the United States of America as at the time of payment shall be legal tender for the payment of
public and private debts, or at such other offices or agencies as the Company may designate. The
Company will pay interest on overdue principal at the rate borne by this Note plus 2.0% per annum,
and it will pay interest on Defaulted Interest at the same rate to the extent lawful. In addition,
if this is a Transfer Restricted Note (as such term is defined in the Registration Rights
Agreement) whose holder, by virtue of holding this Note, is a beneficiary of the Registration
Rights Agreement, then, in the event that a Registration Default (as such term is defined in the
Registration Rights Agreement) shall occur, this Note shall accrue Liquidated Damages (as such term
is defined in the Registration Rights Agreement) at a rate of 0.50% per annum (increasing by an
additional 0.50% per annum after each consecutive 90-day period that occurs after the date on which
such Registration Default occurs up to a maximum additional



27









 




interest rate of 1.00%) from and including the date on which any such Registration Default
occurred to but excluding the date on which all Registration Defaults have been cured, it being
understood that the Liquidated Damages described herein and in the Registration Rights Agreement
are one and the same remedy and shall in no event represent obligations of the Company independent
of one another. All amounts due in cash with respect to the Notes shall be paid (A) in the case
this Note is in global form, by wire transfer of immediately available funds to the account
designated by the Depositary or its nominee; (B) in the case this Note is held, other than in
global form, by a Holder in an aggregate principal amount of $5.0 million or less, by check mailed
to such Holders; and (C) in the case this Note is held, other than in global form, by a Holder in
an aggregate principal amount of more than $5.0 million, either by check mailed to such Holder or,
upon application by such Holder to the Registrar not later than the relevant record date (in the
case of an installment of interest due on an Interest Payment Date) or 15 calendar days prior to
such other date on which such amounts are due, by wire transfer in immediately available funds to
such Holder’s account within the United States, which application shall remain in effect until the
Holder notifies, in writing, the Registrar to the contrary.




          Except as specifically provided herein and in the Supplemental Indenture, the Company shall
not be required to make any payment with respect to any tax, assessment or other governmental
charge imposed by any government or any political subdivision or taxing authority thereof or
therein.



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



          Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof or an Authenticating Agent by the manual signature of one of their respective
authorized signatories, this Note shall not be entitled to any benefit under the Supplemental
Indenture or be valid or obligatory for any purpose.



[Remainder of page intentionally left blank]




28









 








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



	 	 	 	 	 
	 	LAS VEGAS SANDS CORP.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	Attest:

 	 	 
	By:  	
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



TRUSTEE’S CERTIFICATE OF AUTHENTICATION



This is one of the Notes referred to in the within-mentioned Supplemental Indenture.




Dated:                                                             




	 	 	 	 	 
	U.S. BANK NATIONAL ASSOCIATION,

as Trustee

 	 	 
	By:  	
 	 	 
	 	Authorized Signatory 	 	 
	 	 	 	 



29









 






	 	 	 	 	 



[FORM OF REVERSE OF NOTE]




LAS VEGAS SANDS CORP.

61/2% Convertible Senior Notes due 2013





     This Note is one of a duly authorized issue of Notes of the Company designated as its “61/2%
Convertible Senior Notes due 2013” (herein called the “Notes”) issued and to be issued under the
Indenture (the “Base Indenture”), dated as of September 30, 2008, between the Company and U.S. Bank
National Association, as Trustee (herein called the “Trustee,” which term includes any successor
trustee under the Indenture (as defined below)), as supplemented and modified by the First
Supplemental Indenture (the “Supplemental Indenture” and, together with the Base Indenture, the
“Indenture”), dated as of September 30, 2008, between the Company and the Trustee, to which
Indenture and all indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. As provided in the Supplemental Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of
Notes of any authorized denominations as requested by the Holder surrendering the same upon
surrender of the Note or Notes to be exchanged, at the Corporate Trust Office of the Trustee. The
Trustee upon such surrender by the Holder hereof and the satisfaction of any requirements therefor
set forth in the Supplemental Indenture shall issue the new Notes in the requested denominations.
Additional Notes may be issued in an unlimited aggregate principal amount, subject to certain
conditions specified in the Supplemental Indenture.



     No sinking fund is provided for in the Notes.



     In any case where any Interest Payment Date, Fundamental Change Repurchase Date or the
Maturity Date of any Note or the last date on which a Holder has the right to convert his Notes
shall not be a Business Day, then (notwithstanding any other provision of the Supplemental
Indenture or of the Notes) payment of interest or principal amount or conversion of the Notes need
not be made on such date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the Interest Payment Date or Fundamental Change Repurchase Date, or at the
Maturity Date, or on such last day for conversion; provided that no interest shall accrue for the
period from and after such Interest Payment Date, Fundamental Change Repurchase Date or the
Maturity Date, as the case may be.



     The Indenture contains provisions permitting the Company and the Trustee in certain
circumstances, without the consent of the Holders of the Notes, and in other circumstances, with
the consent of the Holders of not less than a majority in aggregate principal amount of the Notes
at the time outstanding, evidenced as in the Supplemental Indenture provided, to execute
supplemental indentures adding any provisions to or changing in any manner or eliminating any of
the provisions of the Supplemental Indenture or of any supplemental indenture or modifying in any
manner the rights of the Holders of the Notes; provided, however, that no such supplemental
indenture shall make any of the changes set forth in Section 8.02 of the Supplemental Indenture
without the consent of each Holder of an outstanding Note affected thereby. It is also provided in
the Supplemental Indenture that, prior to any declaration



30









 




accelerating the maturity of the Notes, the Holders of a majority in principal amount of the
Notes at the time outstanding may on behalf of the Holders of all of the Notes waive any past
Default or Event of Default under the Supplemental Indenture and its consequences except as
provided in the Supplemental Indenture. Any such consent or waiver by the Holder of this Note
(unless revoked as provided in the Supplemental Indenture) shall be conclusive and binding upon
such Holder and upon all future holders and owners of this Note and any Notes which may be issued
in exchange or substitution hereof, irrespective of whether or not any notation thereof is made
upon this Note or such other Notes.




     No reference herein to the Supplemental Indenture and no provision of this Note or of the
Supplemental Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal amount of, and accrued and unpaid interest on, this Note, at
the place, at the respective times, at the rate and in the lawful money herein prescribed.



     Subject to the provisions of the Supplemental Indenture, upon the occurrence of a Fundamental
Change, the Holder has the right, at such Holder’s option, to require the Company to repurchase all
of such Holder’s Notes or any portion thereof (in principal amounts of $1,000 or integral multiples
thereof) on the Fundamental Change Repurchase Date at a price equal to 101% of the principal amount
of the Notes such Holder elects to require the Company to repurchase, together with accrued and
unpaid interest to, but excluding the Fundamental Change Repurchase Date, unless such Fundamental
Change Repurchase Date falls after a Regular Record Date and on or prior to the corresponding
Interest Payment Date, in which case the Company shall pay the full amount of accrued and unpaid
interest payable on such Interest Payment Date to the Holder of record at the close of business on
the corresponding Regular Record Date. The Company or, at the written request of the Company, the
Trustee shall mail to all Holders of record of the Notes a notice of the occurrence of a
Fundamental Change and of the repurchase right arising as a result thereof after the occurrence of
any Fundamental Change on or before the 10th calendar day following the Effective Date
of such Fundamental Change.



     The Holder hereof has the right, at its option, at any time prior to the close of business on
the second Scheduled Trading Day immediately preceding the Maturity Date, to convert any Notes or
portion thereof which is $1,000 in principal amount or an integral multiple thereof, into shares of
fully paid Common Stock (or, if applicable, Reference Property) as set forth in Section 12.02 of
the Supplemental Indenture) or Reference Property, in each case at the Conversion Rate specified in
the Supplemental Indenture, as adjusted from time to time as provided in the Supplemental
Indenture, upon satisfaction of certain requirements set forth in the Supplemental Indenture,
including, if applicable, the surrender of this Note, together with a Notice of Conversion, a form
of which is contained under Section 2.03 of the Supplemental Indenture, as provided in the
Supplemental Indenture and this Note, to the Company at the office or agency of the Company
maintained for that purpose, or at the option of such Holder, the Corporate Trust Office, and,
unless the shares of Common Stock (or, if applicable, Reference Property) issuable on conversion
are to be issued in the same name as this Note, duly endorsed by, or accompanied by instruments of
transfer in form satisfactory to the Company duly executed by, the Holder or by his duly authorized
attorney. The initial Conversion Rate shall be 20.1410 shares of Common Stock for each $1,000 in
principal amount of Notes. No fractional shares of Common Stock (or, if applicable, Reference
Property) shall be issued upon any conversion, but an adjustment in cash shall be paid to the
Holder, as provided in the Supplemental Indenture, in respect of any fraction



31









 




of such share which would otherwise be issuable upon the surrender of any Note or Notes for
conversion. No adjustment shall be made for dividends or any such shares issued upon conversion of
such Notes except as provided in the Supplemental Indenture.




     Notwithstanding any other provision herein, if any Gaming Authority requires that a Holder or
beneficial owner of the Notes must be licensed, qualified or found suitable under any applicable
Gaming Laws in order to maintain any Gaming License or franchise of the Company or any of its
subsidiaries under any applicable Gaming Laws, and the Holder or beneficial owner fails to apply
for a license, qualification or finding of suitability within 30 days after being requested to do
so by the Gaming Authority (or such lesser period that may be required by such Gaming Authority) or
if such Holder or beneficial owner is denied such license or qualification or found not to be
suitable, the Company shall have the right, at its option, (1) to require such Holder or beneficial
owner to dispose of such Holder’s or beneficial owner’s Notes within 30 days of receipt of such
finding by the applicable Gaming Authority (or such earlier date as may be required by the
applicable Gaming Authority) or (2) to call for redemption the Notes of such Holder or beneficial
owner at a redemption price equal to (i) the least of (a) 100% of the principal amount thereof, (b)
the price at which such Holder or beneficial owner acquired the Notes or (c) the fair market value
of the Notes as determined in good faith by the Board of Directors of the Company, together with,
in each case, accrued and unpaid interest to the earlier of the date of redemption or such earlier
date as may be required by the Gaming Authority or the date of the finding of unsuitability by such
Gaming Authority, which may be less than 30 days following the notice of redemption, if so ordered
by such Gaming Authority or (ii) such other price as may be ordered by the Gaming Authority. In
connection with such redemption, and except as may be required by a Gaming Authority, the Company
shall comply with the procedures contained in the Notes and the Indenture for the redemption of the
Notes. Immediately upon a determination that a Holder or beneficial owner will not be licensed,
qualified or found suitable, the Holder or beneficial owner will have no further rights (a) to
exercise any right conferred by the Notes, directly or indirectly, through any trustee, nominee or
any other Person or (b) to receive any interest or other distribution or payment with respect to
the Notes except the redemption price of the Notes described in this paragraph; provided, however,
such Holder or beneficial owner may, to the extent permitted by such Gaming Authority, transfer the
Notes to any unaffiliated third party, who shall then be entitled to exercise all rights of a
Holder or beneficial owner under the Notes. Under the Indenture, the Company is not required to
pay or reimburse any Holder of the Notes or beneficial owner who is required to apply for such
license, qualification or finding of suitability for the costs of the licensure or investigation
for such qualification or finding of suitability.



     Upon due presentment for registration of transfer of this Note at the office or agency of the
Company, a new Note or Notes of authorized denominations for an equal aggregate principal amount
shall be issued to the transferee in exchange thereof, subject to the limitations provided in the
Supplemental Indenture, without charge except for any tax, assessments or other governmental charge
imposed in connection therewith.



     The Company, the Trustee, any Authenticating Agent, any Paying Agent, any Conversion Agent and
any Registrar may deem and treat the registered Holder hereof as the absolute owner of this Note
(whether or not this Note shall be overdue and notwithstanding any notation of ownership or other
writing hereon), for the purpose of receiving payment hereof, or on account



32









 




hereof, for the conversion hereof and for all other purposes, and neither the Company nor the
Trustee nor any other authenticating agent nor any Paying Agent nor any other Conversion Agent nor
any Registrar shall be affected by any notice to the contrary. All payments made to or upon the
order of such registered Holder shall, to the extent of the sum or sums paid, satisfy and discharge
liability for monies payable on this Note.




     No recourse for the payment of the principal amount of, or accrued and unpaid interest on,
this Note, or for any claim based hereon or otherwise in respect hereof, and no recourse under or
upon any obligation, covenant or agreement of the Company in the Supplemental Indenture or any
indenture supplemental thereto or in any Note, or because of the creation of any Indebtedness
represented thereby, shall be had against any incorporator, stockholder, employee, agent, officer,
director or subsidiary, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor corporation, whether by virtue
of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.



     Terms used in this Note and defined in the Supplemental Indenture are used herein as therein
defined.



     In the case of any conflict between the provisions of this Note and the Indenture, the
provisions of the Indenture shall control.



     The Indenture, the Supplemental Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York.



          Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM
(=tenants in common), TENANT (=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 gift to Minors
Act).



FORM OF FUNDAMENTAL

CHANGE REPURCHASE NOTICE



To: Las Vegas Sands Corp.




     The undersigned registered owner of this Note hereby acknowledges receipt of a notice from Las
Vegas Sands Corp. (the “Company”) as to the occurrence of (check the appropriate box):


o a Fundamental Change with respect to the Company;



and hereby directs the Company to pay, or cause the Trustee to pay, it or                                          an amount
in cash equal to 101% of the principal amount, or the portion thereof (which is $1,000 in principal
amount or an integral multiple thereof) below designated, to be repurchased plus





33









 







interest accrued to, but excluding, the Fundamental Change Repurchase Date, except as provided in
the Supplemental Indenture.




	 	 	 
	Dated:

	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	Signature(s)

	 	 
	 
	 	 
	Signature(s) must be guaranteed by an Eligible Guarantor Institution with
membership in an approved signature guarantee program pursuant to Rule 17Ad-15
under the Securities Exchange Act of 1934.

	 	 
	 
	 	 
	 
	 	 
	 

Signature Guaranteed

	 	  
	 
	 	 
	Certificate number(s), if applicable, of Note(s) tendered for repurchase:
	 	 
	                                        
	 	 
	 
	 	 
	Principal amount to be repurchased (at least U.S. $1,000 principal amount or an
integral multiple of $1,000 in excess thereof):                                         
	 	 
	 
	 	 
	Remaining principal amount following such repurchase (not less than U.S. $1,000
principal amount):
	 	 






	 	 	 	 	 
	 	 	 
	By:  	
 	 	 
	 	Authorized Signatory 	 	 
	 	 	 	 
	 








34









 











     SECTION 2.03. Form of Notice of Conversion.



NOTICE OF CONVERSION




     The undersigned Holder of this Note hereby irrevocably exercises the option to convert this
Note, or any portion of the principal amount hereof (which is U.S. $1,000 principal amount or an
integral multiple of U.S. $1,000 in excess thereof, provided that the unconverted portion of such
principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof) below
designated, into shares of fully paid Common Stock (or, if applicable, Reference Property) in
accordance with the terms of the Supplemental Indenture referred to in this Note, and directs that
the consideration due upon such conversion (including a check in payment for any fractional share
and any Notes representing any unconverted principal amount hereof), be delivered to and be
registered in the name of the undersigned unless a different name has been indicated below. If
shares of Common Stock (or if applicable, Reference Property) or Notes are to be registered in the
name of a Person other than the undersigned, (a) the undersigned shall pay all transfer taxes
payable with respect thereto and (b) signature(s) must be guaranteed by an Eligible Guarantor
Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15
under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on
account of interest accompanies this Note.



	 	 	 	 	 	 	 
	Dated:

	 	 
	 	 
	 	 
	 

	 	 

	 	Signature(s) 

	 	 
	 

	 	 
	 	 
	 	 






	 	 	 
	If shares or Notes are to be registered in the name of a Person other than the
Holder, please print such Person’s name and address:

	 	 
	 
	 	 
	 


	 	 
	(Name)

	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	(Address)

	 	 
	 
	 	 
	 

Social Security or other Identification
Number, if any

	 	   
	 
	 	 
	 


	 	 
	[Signature Guaranteed]

	 	 






     If only a portion of the Notes is to be converted, please indicate:


1. Principal amount to be converted: U.S. $                                         





35









 









	2.	 	Principal amount and denomination of Notes
representing unconverted principal amount to be issued:                                         






Amount: U.S. $                                         Denominations: U.S. $                                        

(U.S. $1,000 principal amount or any integral multiple of U.S. $1,000 in excess thereof, provided
that the unconverted portion of such principal amount is U.S. $1,000 principal amount or any
integral multiple of U.S. $1,000 in excess thereof).




     SECTION 2.04. Form of Assignment.



ASSIGNMENT



To assign this Note, fill in the form below:



I or we assign and transfer this Note to





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




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


and irrevocably appoint                      agent to transfer this Note, in whole or in part
in accordance with the terms of the Indenture, on the books of the Company. The agent may
substitute another to act for him.




     If only a portion of the Notes is to be assigned, please indicate:




	1.	 	Principal amount to be assigned: U.S. $                                         
	 
	2.	 	Principal amount and denomination of Notes
representing unassigned principal amount to be issued:                                         






Amount: U.S. $                                         Denominations: U.S. $                 
                       


(U.S. $1,000 principal amount or any integral multiple of U.S. $1,000 in excess thereof, provided
that the unassigned portion of such principal amount is U.S. $1,000 principal amount or any
integral multiple of U.S. $1,000 in excess thereof).



 




Date:                                         Your Signature:                          
                                                       



 




Sign exactly as your name appears on the other side of this Note.




36









 







In connection with any transfer of any of the Notes evidenced by this certificate occurring prior
to the expiration of the period referred to in Rule 144 under the Securities Act after the later of
the date of original issuance of such Notes and the last date, if any, on which such Notes were
owned by the Company or any Affiliate of the Company, the undersigned confirms that such Notes are
being transferred in accordance with their terms:




CHECK ONE BOX BELOW





o (1) pursuant to an effective registration statement under the Securities Act of
1933; or




o (2) inside the United States to a “qualified institutional buyer” (as defined in
Rule 144A under the Securities Act of 1933) that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that such transfer is
being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule
144A under the Securities Act of 1933; or




o (3) outside the United States in an offshore transaction within the meaning of
Regulation S under the Securities Act in compliance with Rule 903 or 904 under the
Securities Act of 1933; or




o (4) pursuant to the exemption from registration provided by Rule 144 under the
Securities Act of 1933;




o (5) to an institutional “accredited investor” (as defined in Rule 501(a)(1),(2),(3)
or (7) under the Securities Act of 1933) that has furnished to the Trustee a signed letter
containing certain representations and agreements; or




o (6) pursuant to another available exemption from registration under the Securities
Act of 1933.




Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes
evidenced by this certificate in the name of any person other than the registered holder
thereof; provided, however, that if box (4) or (6) is checked, the Trustee
shall be entitled to require, prior to registering any such transfer of the Notes, such
legal opinions, certifications and other information as the Company has reasonably requested
to confirm that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act of 1933,
such as the exemption provided by Rule 144 under such Act.



	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Signature 	 
	 	 	 



37









 






	 	 	 	 	 


Signature Guarantee:






	 	 	 
	 

	 	 
	Signature must be guaranteed

	 	Signature






     Unless this Note is in definitive form, signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such
other “signature guarantee program” as may be determined by the Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.



      




38









 





TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.




     The undersigned represents and warrants that it is purchasing this Security for its own
account or an account with respect to which it exercises sole investment discretion and that it and
any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the
Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to request such information and that it is
aware that the transferor is relying upon the undersigned’s foregoing representations in order to
claim the exemption from registration provided by Rule 144A.



	 	 	 
	Dated:                                         

	 	                                                                        
        
	

	 	Notice: To be executed by
an executive officer







39











 





ARTICLE 3.

THE NOTES




     SECTION 3.01. Title And Terms.



          (a) The Notes shall be known and designated as the “61/2% Convertible Senior Notes due 2013”
of the Company. Their Maturity Date shall be October 1, 2013 and they shall bear interest on the
principal amount in accordance with Section 3.02.




          (b) The Notes shall be subject to repurchase by the Company at the option of the Holders as
provided in Section 11.02 hereof.




          (c) The Fundamental Change Repurchase Price shall be payable at such place as is identified
in the Fundamental Change Repurchase Right Notice given pursuant to Section 11.02.




          (d) The Notes shall be senior unsecured obligations of the Company and shall rank pari passu
with all of the Company’s other senior unsecured obligations.




          (e) The Notes shall be structurally subordinated to all existing and future claims of the
Company’s subsidiaries’ creditors, including trade creditors, and, except as otherwise provided
in Section 10.07, effectively subordinated to all of the Company’s existing and future secured
Indebtedness to the extent of the value of the collateral securing such Indebtedness.




          (f) The Notes shall be convertible as provided in ARTICLE 12.




          (g) Articles XI, XII and XIII of the Base Indenture shall not be applicable to the Notes.




     SECTION 3.02. Interest.



     Subject to the last paragraph of Section 3.11, interest will accrue on the Notes at the rate
of 61/2% per year during any three-month period from October 1 to and including December 31 or from
January 1 to and including March 31 or from April 1 to and including June 30 or from July 1 to and
including September 30, (each, an “Interest Period”), commencing October 1, 2008; provided that the
initial Interest Period shall commence on October 1, 2008 and run to and include December 31, 2008.
Interest will be payable quarterly in arrears on each Interest Payment Date (subject to Section
1.08) to the Holder of record at the close of business on the Regular Record Date preceding such
Interest Payment Date.



     SECTION 3.03. Additional Notes. After the Original Issue Date, the Company shall be entitled
to issue Additional Notes under this Supplemental Indenture, which Notes shall have identical terms
as the Initial Notes issued on the Original Issue Date, other than with respect to the date of
issuance and the issue price. The Company shall set forth the aggregate principal amount of
Additional Notes to be offered in a Company Order submitted to the Trustee. All the Notes issued
under this Supplemental Indenture shall be treated as a single class for all purposes of this
Indenture including waivers, amendments, redemptions and offers to purchase.



40









 





     SECTION 3.04. [Reserved].



     SECTION 3.05. Denominations.



     The Notes shall be issuable only in registered form, without coupons, in denominations of U.S.
$1,000 of principal amount and integral multiples of U.S. $1,000 in excess thereof.



     SECTION 3.06. Execution, Authentication, Delivery and Dating.



     The Trustee shall authenticate and deliver: (1) on the Original Issue Date, an aggregate
principal amount of $475 million 61/2% Convertible Senior Notes due 2013 and (2) any Additional Notes
for an original issue in an aggregate principal amount specified in a Company Order pursuant to
Section 3.03 of this Supplemental Indenture. Such Company Order shall specify the amount of the
Notes to be authenticated and the date on which the original issue of Notes is to be authenticated.



     The Notes shall be executed on behalf of the Company by its Chief Executive Officer, its
President or one of its Vice Presidents, attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Notes may be manual or facsimile.



     Notes bearing the manual or facsimile signatures of individuals who were at any time the
proper officers of the Company shall bind the Company, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and delivery of such Notes or
did not hold such offices at the date of such Notes.



     At any time and from time to time after the execution and delivery of this Supplemental
Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such Notes; and the Trustee in
accordance with such Company Order shall authenticate and deliver such Notes as provided in this
Supplemental Indenture and not otherwise.



     Each Note shall be dated the date of its authentication.



     No Note shall be entitled to any benefit under this Supplemental Indenture or be valid or
obligatory for any purpose unless there appears on such Note a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual signature, and such
certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has
been duly authenticated and delivered hereunder.



     SECTION 3.07. Global Notes; Non-Global Notes; Book-entry Provisions.



          (a) Global Notes





          (i) Each Global Note issued and authenticated under this Supplemental Indenture shall
be registered in the name of the Depositary designated by the Company for such Global Note
or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian
therefor, and each such Global Note shall constitute a single Note for



41









 







all purposes of this Supplemental Indenture. The Company hereby appoints DTC as the
initial Depositary.




          (ii) Except for exchanges of Global Notes for definitive, Non-Global Notes at the sole
discretion of the Company, no Global Note may be exchanged in whole or in part for Notes
registered, and no transfer of a Global Note in whole or in part may be registered, in the
name of any Person other than the Depositary for such Global Note or a nominee thereof
unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to
continue as Depositary for such Global Note, or (ii) has ceased to be a clearing agency
registered as such under the Exchange Act, has ceased to be a “clearing corporation” within
the meaning of the Uniform Commercial Code, or announces an intention permanently to cease
business or does in fact do so or (B) there shall have occurred and be continuing an Event
of Default with respect to such Global Note and the maturity of the Notes shall have been
accelerated in accordance with Section 5.02 and any Holder shall have given written notice
to the Company requesting the issuance of Non-Global Notes. In such event set forth in
clause (A) above, if a successor Depositary for such Global Note is not appointed by the
Company within 90 calendar days after the Company receives such notice or becomes aware of
such ineligibility, the Company shall execute, and the Trustee, upon receipt of a Company
Order directing the authentication and delivery of Notes, shall authenticate and deliver,
Notes, in any authorized denominations in an aggregate principal amount equal to the
principal amount of such Global Note in exchange for such Global Note.




          (iii) If any Global Note is to be exchanged for other Notes or canceled in whole, it
shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as
Registrar, for exchange or cancellation, as provided in this ARTICLE 3. If any Global Note
is to be exchanged for other Notes or canceled in part, or if another Note is to be
exchanged in whole or in part for a beneficial interest in any Global Note, in each case as
provided in this ARTICLE 3, then either (A) such Global Note shall be so surrendered for
exchange or cancellation, as provided in this ARTICLE 3, or (B) the principal amount thereof
shall be reduced or increased by an amount equal to the portion thereof to be so exchanged
or canceled, or equal to the principal amount of such other Note to be so exchanged for a
beneficial interest therein, as the case may be, by means of an appropriate adjustment made
on the records of the Trustee, as Registrar, whereupon the Trustee, in accordance with the
Applicable Procedures, shall instruct the Depositary or its authorized representative to
make a corresponding adjustment to its records. Upon any such surrender or adjustment of a
Global Note, the Trustee shall, upon receipt of a Company Order, subject to this ARTICLE 3,
authenticate and deliver any Notes issuable in exchange for such Global Note (or any portion
thereof) to or upon the order of, and registered in such names as may be directed by, the
Depositary or its authorized representative. The Trustee shall be entitled to receive from
the Depositary the names, addresses and tax identification numbers of the Persons in whose
names the Notes are to be registered prior to such authentication and delivery. Upon the
request of the Trustee in connection with the occurrence of any of the events specified in
the preceding paragraph, the Company shall promptly make available to the Trustee a
reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be
entitled to rely upon any order, direction or request of the Depositary or its authorized
representative which is



42









 







given or made pursuant to this ARTICLE 3 if such order, direction or request is given
or made in accordance with the Applicable Procedures.




          (iv) Every Note authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this
ARTICLE 3 or otherwise, shall be authenticated and delivered in the form of, and shall be, a
registered Global Note, unless such Note is to be registered in accordance with this ARTICLE
3 in the name of a Person other than the Depositary for such Global Note or a nominee
thereof, in which case such Note shall be authenticated and delivered in definitive, fully
registered form, without interest coupons.




          (v) The Depositary or its nominee, as registered owner of a Global Note, shall be the
Holder of such Global Note for all purposes under this Supplemental Indenture and the Notes,
and owners of beneficial interests in a Global Note shall hold such interests pursuant to
the Applicable Procedures. Accordingly, any such owner’s beneficial interest in a Global
Note shall be shown only on, and the transfer of such interest shall be effected only
through, records maintained by the Depositary or its nominee or its Agent Members and such
owners of beneficial interests in a Global Note shall not be considered the owners or
holders thereof.



          (b) Non-Global Notes. Notes issued pursuant to Section 3.07(a)(ii) shall be in definitive,
fully registered form, without interest coupons.




     SECTION 3.08. Registration; Registration of Transfer and Exchange; Restrictions on Transfer.



          (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register (the register maintained in such office referred to as the “Securities Register”) in
which, subject to such reasonable regulations as it may prescribe, the Company shall provide for
the registration of Notes and of transfers of Notes. The Trustee is hereby appointed Registrar for
the purpose of registering Notes and transfers and exchanges of Notes as herein provided.




     Upon surrender for registration of transfer of any Note at an office or agency of the Company
designated pursuant to Section 10.02 for such purpose, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Notes of any authorized denominations and of a like aggregate principal amount and bearing
such restrictive legends as may be required by this Supplemental Indenture.



     At the option of the Holder, and subject to the other provisions of this Section 3.08, Notes
may be exchanged for other Notes of any authorized denomination and of a like aggregate principal
amount, upon surrender of the Notes to be exchanged at any such office or agency. Whenever any
Notes are so surrendered for exchange, and subject to the other provisions of this Section 3.08,
the Company shall execute, and the Trustee shall, pursuant to a Company Order, authenticate and
deliver, the Notes that the Holder making the exchange is entitled to receive. Every Note presented
or surrendered for registration of transfer or for exchange shall (if so



43









 







required by the Company or the Registrar) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar duly
executed, by the Holder thereof or his attorney duly authorized in writing.



     All Notes issued upon any registration of transfer or exchange of Notes shall be the valid
obligations of the Company, evidencing the same debt and entitled to the same benefits under this
Supplemental Indenture as the Notes surrendered upon such registration of transfer or exchange.



     No service charge shall be made to a Holder for any registration of transfer or exchange of
Notes except as provided in Section 3.10, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Notes, Section 9.06 of the Base Indenture, or Section 12.02
hereof (other than where the shares of Common Stock are to be issued or delivered in a name other
than that of the Holder of the Note) not involving any transfer and other than any stamp and other
duties, if any, which may be imposed in connection with any such transfer or exchange by the United
States or any political subdivision thereof or therein, which shall be paid by the Company.



     Except as set forth below in this Section 3.08, beneficial ownership interests in the
Temporary Regulation S Global Note will not be exchangeable for interests in the Rule 144A Global
Note, the IAI Global Note, the Permanent Regulation S Global Note, or any other Note prior to the
expiration of the Distribution Compliance Period and then, after the expiration of the Distribution
Compliance Period, may be exchanged for interests in a Rule 144A Global Note, an IAI Global Note or
the Permanent Regulation S Global Note only upon delivery of a written certificate (in the form
attached to the Note) to the Trustee that (i) beneficial ownership interests in such Temporary
Regulation S Global Note are owned either by non-U.S. persons or U.S. persons who purchased such
interests in a transaction that did not require registration under the Securities Act and (ii) in
the case of an exchange for an IAI Global Note, certification (in the form attached to the Note)
that the interest in the Temporary Regulation S Global Note is being transferred to an
institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act that is acquiring the Notes for its own account or for the account of an accredited
investor.



     Beneficial interests in Temporary Regulation S Global Notes or IAI Global Notes may be
exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a
transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in
the Temporary Regulation S Global Note or the IAI Global Note, as applicable, first delivers to the
Trustee a written certificate (in the form attached to the Note) to the effect that the beneficial
interest in the Temporary Regulation S Global Note or the IAI Global Note, as applicable, is being
transferred to a Person who the transferor reasonably believes to be a “qualified institutional
buyer” under Rule 144A promulgated Under the Securities Act (a “QIB”), purchasing for its own
account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and in
accordance with all applicable securities laws of the States of the United States and other
jurisdictions.



44









 





     Beneficial interests in Temporary Regulation S Global Notes and Rule 144A Global Notes may be
exchanged for an interest in IAI Global Notes if (1) such exchange occurs in connection with a
transfer of the Notes in compliance with an exemption under the Securities Act and (2) the
transferor of the Regulation S Global Note or Rule 144A Global Note, as applicable, first delivers
to the Trustee a written certificate (in the form attached to the Note) to the effect that (A) the
Regulation S Global Note or Rule 144A Global Note, as applicable, is being transferred (a) to an
institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act that is acquiring the Notes for its own account or for the account of such an
accredited investor, in each case in a minimum principal amount of the Notes of $250,000, for
investment purposes and not with a view to or for offer or sale in connection with any distribution
in violation of the Securities Act and (B) in accordance with all applicable securities laws of the
States of the United States and other jurisdictions.



     Beneficial interests in a Rule 144A Global Note or an IAI Global Note may be transferred to a
Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before
or after the expiration of the Distribution Compliance Period, only if the transferor first
delivers to the Trustee a written certificate (in the form attached to the Note) to the effect that
such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if
applicable).



          (b) Transfer and Exchange of Non-Global Notes for Non-Global Notes. When Non-Global
Notes are presented to the Registrar with a request:





	 	(x)	 	to register the transfer of such Non-Global Notes to a
transferee who will receive such transferred Notes in the form of Non-Global
Notes; or
	 
	 	(y)	 	to exchange such Non-Global Notes for an equal principal amount
of Non-Global Notes of other authorized denominations,




the Registrar shall register the transfer or make the exchange as requested if its reasonable
requirements for such transaction are met; provided, however, that the Non-Global
Notes surrendered for transfer or exchange:





     (i) shall be duly endorsed or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Company and the Registrar, duly executed by the Holder
thereof or its attorney duly authorized in writing; and




     (ii) if such Non-Global Notes are required to bear a Restricted Securities Legend, they
are being transferred or exchanged pursuant to an effective registration statement under the
Securities Act or pursuant to clause (A), (B) or (C) below, and are accompanied by the
following additional information and documents, as applicable:




(A) if such Non-Global Notes are being delivered to the Registrar by a
Holder for registration in the name of such Holder, without transfer, a
certification from such Holder to that effect; or




(B) if such Non-Global Notes are being transferred to the Company, a
certification to that effect (in the form attached to the Note); or



45









 






(C) if such Non-Global Notes are being transferred (x) pursuant to an exemption
from registration in accordance with Rule 144A or Regulation S under the Securities
Act; or (y) pursuant to Rule 144 under the Securities Act or another exemption from
registration under the Securities Act, a certification to that effect (in the form
attached to the Note).



          (c) Restrictions on Transfer of a Non-Global Note for a Beneficial Interest in a Global
Note. A Non-Global Note may not be exchanged for a beneficial interest in a Rule 144A Global
Note, an IAI Global Note or a Permanent Regulation S Global Note except upon satisfaction of the
requirements set forth below. Upon receipt by the Trustee of a Non-Global Note, duly endorsed or
accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together
with:





     (i) written certification (in the form attached to the Note) that such
Non-Global Note is either (A) being transferred to a QIB in accordance with Rule
144A, (B) being transferred to an institutional “accredited investor” as defined in
Rule 501(a)(1), (2), (3) or (7) or (C) being transferred after expiration of the
Distribution Compliance Period by a Person who initially purchased such Note in
reliance on Regulation S to a buyer who elects to hold its interest in such Note in
the form of a beneficial interest in the Permanent Regulation S Global Note; and




     (ii) written instructions directing the Trustee to make, or to direct the
Custodian to make, an adjustment on its books and records with respect to such Rule
144A Global Note (in the case of a transfer pursuant to clause (c)(i)(A)), IAI
Global Note (in the case of a transfer pursuant to clause (c)(i)(B)) or Permanent
Regulation S Global Note (in the case of a transfer pursuant to clause (c)(i)(B)) to
reflect an increase in the aggregate principal amount of the Notes represented by
the Rule 144A Global Note, IAI Global Note or Permanent Regulation S Global Note, as
applicable, such instructions to contain information regarding the Depositary
account to be credited with such increase,


then the Trustee shall cancel such Non-Global Note and cause, or direct the Custodian to cause, in
accordance with the standing instructions and procedures existing between the Depositary and the
Custodian, the aggregate principal amount of Notes represented by the Rule 144A Global Note, IAI
Global Note or Permanent Regulation S Global Note, as applicable, to be increased by the principal
amount of the Non-Global Note to be exchanged and shall credit or cause to be credited to the
account of the Person specified in such instructions a beneficial interest in the Rule 144A Global
Note, IAI Global Note or Permanent Regulation S Global Note, as applicable, equal to the principal
amount of the Non-Global Note so canceled. If no Rule 144A Global Notes, IAI Global Notes or
Permanent Regulation S Global Notes, as applicable, are then outstanding, the Company shall issue
and the Trustee shall authenticate, upon written order of the Company in the form of an Officers’
Certificate of the Company, a new Rule 144A Global Note, IAI Global Note or Permanent Regulation S
Global Note, as applicable, in the appropriate principal amount.




          (d) Transfer and Exchange of Global Notes.




46









 









     (i) The transfer and exchange of Global Notes or beneficial interests therein
shall be effected through the Depositary, in accordance with this Supplemental
Indenture (including applicable restrictions on transfer set forth herein, if any)
and the procedures of the Depositary therefor. A transferor of a beneficial
interest in a Global Note shall deliver to the Registrar a written order given in
accordance with the Depositary’s procedures containing information regarding the
participant account of the Depositary to be credited with a beneficial interest in
the Global Note. The Registrar shall, in accordance with such instructions instruct
the Depositary to credit to the account of the Person specified in such instructions
a beneficial interest in the Global Note and to debit the account of the Person
making the transfer the beneficial interest in the Global Note being transferred.




     (ii) If the proposed transfer is a transfer of a beneficial interest in one
Global Note to a beneficial interest in another Global Note, the Registrar shall
reflect on its books and records the date and an increase in the principal amount of
the Global Note to which such interest is being transferred in an amount equal to
the principal amount of the interest to be so transferred, and the Registrar shall
reflect on its books and records the date and a corresponding decrease in the
principal amount of the Global Note from which such interest is being transferred.




     (iii) Notwithstanding any other provisions of this Supplemental Indenture
(other than Section 3.07), a Global Note may not be transferred as a whole except by
the Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any such
nominee to a successor Depositary or a nominee of such successor Depositary.




     (iv) In the event that a Global Note is exchanged for a Non-Global Note, prior
to the effectiveness of a registration statement filed with the Commission with
respect to such Notes, such Notes may be exchanged only in accordance with such
procedures as are substantially consistent with the provisions of this Section 3.08
(including the certification requirements set forth on the reverse of the Notes
intended to ensure that such transfers comply with Rule 144A, Regulation S or
another applicable exemption under the Securities Act, as the case may be) and such
other procedures as may from time to time be adopted by the Company.



          (e) Restrictions on Transfer of Temporary Regulation S Global Notes. During the
Distribution Compliance Period, beneficial ownership interests in Temporary Regulation S Global
Notes may only be sold, pledged or transferred in accordance with the Applicable Procedures and
only (i) to the Company, (ii) in an offshore transaction in accordance with Regulation S (other
than a transaction resulting in an exchange for an interest in a Permanent Regulation S Global
Note), (iii) pursuant to an effective registration statement under the Securities Act, in each case
in accordance with any applicable Notes laws of any State of the United States.




47









 








          (f) Securities Act Legends. All Notes issued pursuant to this Supplemental Indenture,
and all Successor Notes, shall bear the Restricted Securities Legend in substantially the form set
forth in Section 2.02 hereof and shall be subject to the restrictions on transfer specified
therein, subject to the following:




          (1) subject to the following clauses of this Section 3.08(f), a Note or any portion thereof
which is exchanged, upon transfer or otherwise, for a Global Note or any portion thereof shall bear
the Restricted Securities Legend borne by such Global Note for which the Note was exchanged;




          (2) subject to the following clauses of this Section 3.08(f), a new Note that is not a Global
Note and is issued in exchange for another Note (including a Global Note) or any portion thereof,
upon transfer or otherwise, shall bear the Restricted Securities Legend borne by the Note for which
the new Note was exchanged;




          (3) any Notes that are sold or otherwise disposed of pursuant to an effective registration
statement under the Securities Act, together with their Successor Notes shall not bear a Restricted
Securities Legend; the Company shall inform the Trustee in writing of the effective date of any
such registration statement registering the Notes under the Securities Act and shall notify the
Trustee at any time when prospectuses must be delivered with respect to Notes to be sold pursuant
to such registration statement. The Trustee shall not be liable for any action taken or omitted to
be taken by it in good faith in accordance with the aforementioned registration statement;




          (4) at any time after the Notes may be freely transferred without registration under the
Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a
new Note that does not bear a Restricted Securities Legend may be issued in exchange for or in lieu
of a Note (other than a Global Note) or any portion thereof that bears such a legend if the Trustee
has received a Global Note, satisfactory to the Trustee and duly executed by the Holder of such
Note bearing a Restricted Securities Legend or his attorney duly authorized in writing, and after
such date and receipt of such certificate, the Trustee shall authenticate and deliver such new Note
in exchange for or in lieu of such other Note as provided in this Article 3;




          (5) a new Note that does not bear a Restricted Securities Legend may be issued in exchange for
or in lieu of a Note or any portion thereof that bears such a legend if, in the Company’s judgment,
placing such a legend upon such new Note is not necessary to ensure compliance with the
registration requirements of the Securities Act, and the Trustee, at the direction of the Company,
shall authenticate and deliver such a new Note as provided in this Article 3; and




          (6) notwithstanding the foregoing provisions of this Section 3.08(f), a Successor Note of a
Note that does not bear a Restricted Securities Legend shall not bear such legend unless the
Company has reasonable cause to believe that such Successor Note is a “restricted security” within
the meaning of Rule 144 of the Securities Act, in which case the Trustee, at the direction of the
Company, shall authenticate and deliver a new Note bearing a Restricted Securities Legend in
exchange for such Successor Note as provided in this Article 3.




48









 








          (g) Any stock certificate representing shares of Common Stock issued upon conversion of the
Notes shall bear the Restricted Securities Legend borne by such Notes, to the extent required by
this Supplemental Indenture, unless such shares of Common Stock have been sold pursuant to a
registration statement that has been declared effective under the Securities Act (and that
continues to be effective at the time of such transfer) or sold pursuant to Rule 144 of the
Securities Act, or unless otherwise agreed by the Company in writing with written notice thereof
to the transfer agent for the Common Stock. With respect to the transfer of shares of Common
Stock issued upon conversion of the Notes that are restricted hereunder, any deliveries of
certificates, legal opinions or other instruments that would be required to be made to the
Registrar in the case of a transfer of Notes, as described above, shall instead be made to the
transfer agent for the Common Stock.




          (h) Neither the Trustee, the Paying Agent nor any of their agents shall (i) have any duty to
monitor compliance with or with respect to any federal or state or other securities or tax laws or
(ii) have any duty to obtain documentation on any transfers or exchanges other than as
specifically required hereunder.




     SECTION 3.09. Persons Deemed Owners.



     Prior to due presentment of a Note for registration of transfer, the Company, the Trustee, any
Paying Agent and any agent of the Company, the Trustee or any Paying Agent may treat the Person in
whose name such Note is registered as the owner of such Note for the purpose of receiving payment
of principal of and (subject to Section 3.11) interest on such Note and for all other purposes
whatsoever, whether or not such Note be overdue, and neither the Company, the Trustee, any Paying
Agent nor any agent of the Company, the Trustee or any Paying Agent shall be affected by notice to
the contrary.



     SECTION 3.10. Mutilated, Destroyed, Lost and Stolen Notes.



     If any mutilated Note is surrendered to the Trustee, the Company shall execute and upon
receipt of a Company Order, the Trustee shall authenticate and deliver in exchange therefor a new
Note of like tenor and principal amount and bearing a number not contemporaneously outstanding.



     If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction
of the destruction, loss or theft of any Note and (ii) such security or indemnity as may be
required by them to save each of them and any agent of either of them harmless, then, in the
absence of notice to the Company or the Trustee that such Note has been acquired by a bona fide
purchaser, the Company shall execute and upon receipt of a Company Order, the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a new Note of like
tenor and principal amount and bearing a number not contemporaneously outstanding.



     In case any such mutilated, destroyed, lost or stolen Note has become or is about to become
due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note.



     Upon the issuance of any new Note under this Section 3.10, the Company may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be



49









 







imposed in relation thereto and any other expenses (including the fees and expenses of the
Trustee) connected therewith.



     Every new Note issued pursuant to this Section 3.10 in lieu of any destroyed, lost or stolen
Note shall constitute an original additional contractual obligation of the Company, whether or not
the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Supplemental Indenture equally and proportionately with any
and all other Notes duly issued hereunder.



     The provisions of this Section 3.10 are exclusive and shall preclude (to the extent lawful)
all other rights and remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Notes.



     SECTION 3.11. Payment of Interest; Interest Rights Preserved.



     Interest on any Note which is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name that Note (or one or more
Predecessor Notes) is registered at the close of business on the Regular Record Date for such
interest.



     Any interest on any Note which is payable, but is not punctually paid or duly provided for, on
any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable
to the Holder on the relevant Regular Record Date by virtue of having been such Holder. Such
Defaulted Interest will itself accrue interest at the rate borne by the Notes plus 2.0% per annum
through the date on which such Defaulted Interest is paid to the Holders in accordance with this
Section 3.11, to the extent lawful, and may be paid by the Company, at its election in each case,
as provided in clause (a) or (b) below:



          (a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose
names the Notes (or their respective Predecessor Notes) are registered at the close of business
on a special record date for the payment of such Defaulted Interest (a “Special Record Date”),
which shall be fixed in the following manner. The Company shall notify the Trustee in writing of
the amount of Defaulted Interest proposed to be paid on each Note and the date of the proposed
payment, and at the same time the Company shall deposit with the Trustee an amount of money equal
to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements reasonably satisfactory to the Trustee for such deposit prior to the date of the
proposed payment, such money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix
a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15
days and not less than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall
promptly notify the Company of such Special Record Date and, in the name and at the expense of
the Company, shall cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder at his
address as it appears in the Securities Register, not less than 10 days prior to such Special
Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record
Date



50









 






therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in
whose names the Notes (or their respective Predecessor Notes) are registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to the following
clause (b).




          (b) The Company may make payment of any Defaulted Interest in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes may be listed,
and upon such notice as may be required by such exchange, if, after notice given by the Company
to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be
deemed practicable by the Trustee.




     Any Transfer Restricted Note (as such term is defined in the Registration Rights Agreement)
whose holder, by virtue of holding such Note, is a beneficiary of the Registration Rights
Agreement, shall, in the event that a Registration Default (as such term is defined in the
Registration Rights Agreement) has occurred, accrue Liquidated Damages (as such term is defined in
the Registration Rights Agreement) at a rate of 0.50% per annum (increasing by an additional 0.50%
per annum after each consecutive 90-day period that occurs after the date on which such
Registration Default occurs up to a maximum additional interest rate of 1.00%) from and including
the date on which any such Registration Default occurred to but excluding the date on which all
Registration Defaults have been cured, it being understood that the Liquidated Damages described
herein and in the Registration Rights Agreement are one and the same remedy and shall in no event
represent obligations independent of one another.



     Subject to the foregoing provisions of this Section 3.11, each Note delivered under this
Supplemental Indenture upon registration of transfer of or in exchange for or in lieu of any other
Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by
such other Note, as provided for in this Supplemental Indenture and the Notes.



     SECTION 3.12. Cancellation.



     All Notes surrendered for payment, registration of transfer or exchange or conversion shall,
if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be
promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any
Notes previously authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Trustee. No Notes
shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this
Section 3.12, except as expressly permitted by this Supplemental Indenture. All cancelled Notes
held by the Trustee shall be disposed of as directed by a Company Order.



     SECTION 3.13. Computation of Interest.



     Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day
months.



     SECTION 3.14. Further Assurances. Notwithstanding anything else to the contrary contained herein, upon the
written request of any Holder of Initial Notes that are Non-Global Notes to the Company, the
Company shall use its commercially reasonable efforts to cause any such Non-Global Notes to be (i)
rendered eligible for book-entry delivery through DTC and (ii)



51









 







assigned a valid CUSIP number in accordance with the applicable rules and procedures of the CUSIP Service Bureau (which shall, to
the extent reasonably practicable, be the same CUSIP number as shall be assigned to the Notes held
by the initial Holders of beneficial interests in the Global Notes issued pursuant to this
Supplemental Indenture), in each case, as soon as reasonably practicable, but, in any event, within
120 days of the Original Issue Date. The Trustee shall, upon instruction from the Company,
reasonably cooperate with the Company and such Holder of Initial Notes that are Non-Global Notes to
achieve the foregoing. In addition, the Company shall cause to be entered into an indenture
supplemental hereto in accordance with Section 8.01(m) should it be necessary to do so in order to
achieve the purposes set forth in this Section 3.14.



ARTICLE 4.

DISCHARGE




     With respect to the Notes, Article IV of the Base Indenture shall be replaced in its entirety
with the following:



     SECTION 4.01. Discharge of Liability on Notes.



     When (1) the Company shall deliver to the Registrar for cancellation all Notes then
Outstanding not theretofore delivered to the Registrar for cancellation or (2) all the Notes then
Outstanding not theretofore delivered to the Registrar for cancellation shall have (a) been
deposited for conversion and the Company shall have delivered to the Holders shares of Common Stock
(and cash in respect of any fractional shares, as applicable) sufficient to pay all amounts owing
in respect of all such Notes or (b) become due and payable on the Maturity Date, Fundamental Change
Repurchase Date or otherwise, and the Company shall have deposited with the Trustee cash sufficient
to pay all amounts owing in respect of all such Notes, including interest accrued and unpaid to the
Maturity Date, Fundamental Change Repurchase Date or other such date, and if in either case of
clauses (1) or (2) above, no Event of Default set forth in Section 5.01(i) or (j) hereof or event (including resulting from such deposit) that, with
lapse of time or notice or both, would become an Event of Default set forth in Section 5.01(i) or
(j) hereof with respect to the Notes shall have occurred and be continuing, and the Company shall
have also paid or caused to be paid all other sums payable hereunder by the Company, then the
Indenture with respect to the Notes shall cease to be of further effect (except as to (i) remaining
rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights
hereunder of Holders to receive from the Trustee payments of the amounts then due, including
interest with respect to the Notes and the other rights, duties and obligations of Holders, as
beneficiaries hereof solely with respect to the amounts, if any, so deposited with the Trustee, and
(iii) the rights, obligations and immunities of the Trustee, Authenticating Agent, Paying Agent,
Conversion Agent and Registrar under this Supplemental Indenture with respect to the Notes), and
the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of
Counsel as required by Section 4.03 and at the cost and expense of the Company, shall execute
proper instruments acknowledging satisfaction of and discharging this Supplemental Indenture with
respect to the Notes; provided, however, the Company hereby agrees to reimburse the Trustee,
Authenticating Agent, Paying Agent, Conversion Agent and



52









 







Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent,
Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent,
Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the
Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with this
Supplemental Indenture with respect to the Notes.



     SECTION 4.02. Reinstatement.



     If the Trustee or the Paying Agent is unable to apply any money to the Holders entitled
thereto by reason of any order or judgment of any court of governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company’s obligations under this
Supplemental Indenture with respect to the Notes shall be revived and reinstated as though no
deposit had occurred pursuant to Section 4.01 until such time as the Trustee or the Paying Agent is
permitted to apply all such money in accordance with this Supplemental Indenture and the Notes to
the Holders entitled thereto; provided, however, that if the Company makes any payment of interest
on any Note following the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the money held by the Trustee or
Paying Agent.



     SECTION 4.03. Officers’ Certificate; Opinion of Counsel.



     Upon any application or demand by the Company to the Trustee to take any action under Section
4.01, the Company shall furnish to the Trustee an Officers’ Certificate and Opinion of Counsel
stating that all conditions precedent, if any, provided for in this Supplemental Indenture relating
to the proposed action have been complied with.



ARTICLE 5.

REMEDIES




     With respect to the Notes, Article V of the Base Indenture shall be replaced in its entirety
with the following:



     SECTION 5.01. Events of Default.



     “Event of Default,” wherever used herein, means any one of the following events with respect
to the Notes (whatever the reason for such Event of Default or whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental body):




     (a) default in any payment of interest on any Note when due and payable and the default
continues for a period of 30 calendar days; or




     (b) default in the payment of principal of any Note when due and payable at Maturity, upon
required repurchase, upon redemption, upon acceleration or otherwise; or



53









 






     (c) failure by the Company to comply with its obligation to convert the Notes into shares of
Common Stock (together with cash in place of any fractional shares, as applicable) or Reference
Property, upon exercise of a Holder’s conversion right; or




     (d) failure by the Company to comply with its obligations under Section 7.01; or




     (e) failure by the Company for two Business Days to comply with its notice obligations under
Section 11.02(b) when due; or




     (f) failure by the Company for 60 calendar days after written notice from the Trustee or the
Holders of at least 25% aggregate principal amount of the Outstanding Notes has been received by
the Company to comply with any of its other agreements contained in the Notes or the Indenture;
or




     (g) default by the Company or any Subsidiary of the Company with respect to any mortgage,
indenture, credit agreement, contract, agreement or other instrument under which there may be
outstanding, or by which there may be secured or evidenced, any Indebtedness in excess of $50.0
million in the aggregate of the Company and/or any such Subsidiary of the Company, whether such
Indebtedness now exists or shall hereafter be created; or




     (h) failure by the Company or any of its Subsidiaries to pay any judgments entered by a
court of competent jurisdiction in excess of $50.0 million (to the extent not covered by
insurance or bonded, in each case provided by a solvent, reputable and unaffiliated insurance
company that has acknowledged coverage or covered by a valid standby letter of credit), which
judgments remain unpaid, undischarged or unstayed for a period of more than 60 calendar days; or




     (i) the Company shall commence a voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to the Company or any of its Significant Subsidiaries
or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official
of the Company or any of its Significant Subsidiaries or any substantial part of its property, or
shall consent to any such relief or to the appointment of or taking possession by any such
official in an involuntary case or other proceeding commenced against it, or shall make a general
assignment for the benefit of creditors, or shall fail generally to pay its debts as they become
due; or




     (j) an involuntary case or other proceeding shall be commenced against the Company or any of
its Significant Subsidiaries seeking liquidation, reorganization or other relief with respect to
the Company or any of its Significant Subsidiaries or its debts under any bankruptcy, insolvency
or other similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of the Company or any of its
Significant Subsidiaries or any substantial part of its property, and such involuntary case or
other proceeding shall remain undismissed and unstayed for a period of 30 consecutive calendar
days; or




     (k) the revocation, termination, suspension or other cessation of effectiveness of any
Gaming License, which results in the cessation or suspension of gaming operations of the



54









 







Company or its subsidiaries in any gaming jurisdiction for a period of more than 60 consecutive days; or




     (l) any breach by the Company of, or failure of the Company to comply with, Section 10.09
hereof.



     SECTION 5.02. Acceleration of Maturity.



     If an Event of Default (other than an Event of Default specified in Section 5.01(i) or Section
5.01(j) with respect to the Company) occurs and is continuing, then in every such case (except as
provided in the immediately following paragraph) the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Outstanding Notes may declare 100% of the aggregate principal
amount of and accrued and unpaid interest on all the Notes to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such
declaration of acceleration, all principal and all accrued and unpaid interest on the Notes shall
become immediately due and payable. If an Event of Default specified in Section 5.01(i) or Section
5.01(j) with respect to the Company occurs, the aggregate accreted principal of, and accrued and
unpaid interest, if any, on, all of the Notes shall become due and payable immediately without any
declaration or other act of the Holders or any act on the part of the Trustee.



     Notwithstanding the foregoing, at the election of the Company, the sole remedy of Holders for
an Event of Default specified in Section 5.01(f) relating to the failure by the Company to comply
with its obligations under Section 10.06 and for any failure by the Company to comply with the
requirements of Section 314(a)(1) of the Trust Indenture Act, shall for the first 90 calendar days
after the occurrence of such an Event of Default consist exclusively of the
right to receive an extension fee on the Notes in an amount equal to 0.50% of the principal
amount of the Notes (the “Extension Fee”). If the Company elects to pay the Extension Fee as the
sole remedy for an Event of Default specified in Section 5.01(f) relating to the failure by the
Company to comply with its obligations under Section 10.06 and for any failure by the Company to
comply with the requirements of Section 314(a)(1) of the Trust Indenture Act, the Company (i) shall
notify, in the manner provided for in Section 1.6 of the Base Indenture, the Holders and the
Trustee and Paying Agent of such election prior to the close of business on the first Business Day
following the date on which such Event of Default is known by the Company to have occurred and (ii)
pay the Extension Fee, on or before the close of business on the first business day following the
date on which such Event of Default is known by the Company to have occurred, on all Notes then
Outstanding. Upon the Company’s failure to give such notice or to pay the Extension Fee when due,
the Notes shall be subject to acceleration as provided in the first paragraph of this Section 5.02.
On and after the 91st calendar day after such Event of Default occurs, if such Event of Default is
not cured or waived prior to such 91st calendar day, the Notes shall be subject to acceleration as
provided in the first paragraph of this Section 5.02. If an Extension Fee is payable under this
Section 5.02, the Company shall deliver to the Trustee a certificate to that effect stating (i) the
amount of such Extension Fee that is payable and (ii) the date on which such Extension Fee is
payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust
Office such a certificate, the Trustee may assume without inquiry that the Extension Fee is not
payable. If the Extension Fee has been paid by the



55









 







Company directly to the Holders, the Company shall deliver to the Trustee a certificate setting forth the particulars of such payment.



     SECTION 5.03. Unconditional Right of Holders to Receive Principal and Interest and to
Convert.



     Notwithstanding any other provision in this Supplemental Indenture, the Holder of any Note
shall have the right, which is absolute and unconditional, to receive payment of the principal of
and (subject to Section 3.11) interest on such Note on the Maturity Date, and to convert such Note
in accordance with ARTICLE 12, and to institute suit for the enforcement of any such payment and
right to convert, and such rights shall not be impaired without the consent of such Holder.



     SECTION 5.04. Waiver of Past Defaults and Rescission of Acceleration.



     With the consent of the Holders of not less than a majority in the aggregate principal amount
of the Outstanding Notes (including, without limitation, consents obtained in connection with a
purchase of, or tender offer or exchange offer for, the Notes), any past Default hereunder and its
consequences may be waived on behalf of the Holders of all of the Notes, except a Default (A) in
the payment of the principal of or interest on any Note or in the delivery of amounts due upon
conversion, or (B) in respect of a covenant or provision hereof which under ARTICLE 8 cannot be
modified or amended without the consent of the Holder of each Outstanding Note affected, and
rescind any acceleration with respect to the Notes and its consequences if (1) rescission would not
conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing
Events of Default, other than the nonpayment of principal of and interest on the Notes or failure
to deliver amounts due upon conversion that have become due solely by such declaration of
acceleration, have been cured or waived.



     Upon the waiver of any such Default, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose of the Indenture;
but no such waiver shall extend to any subsequent or other Default or impair any right consequent
thereon.



     SECTION 5.05. Waiver of Stay, Usury or Extension Laws.



     The Company covenants (to the extent that it may lawfully do so) that it shall not at any time
insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any
stay, usury or extension law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of the Indenture; and the Company (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants
that it shall not hinder, delay or impede by reason of such law the execution of any power herein
granted to the Trustee, but shall suffer and permit the execution of every such power as though no
such law had been enacted.



     SECTION 5.06. Control by Holders.



56









 





     The Holders of a majority in aggregate principal amount of the Outstanding Notes shall have
the right to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the Trustee; provided that



          (a) such direction shall not be in conflict with any rule of law or with the Indenture;




          (b) the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction; and




          (c) the Trustee may refuse to follow any direction that conflicts with law or the Indenture,
or that the Trustee determines is unduly prejudicial to the rights of any other Holder or would
involve the Trustee in personal liability;





provided, further that, prior to taking any action under the Indenture, the Trustee will
be entitled to indemnification satisfactory to it in its sole discretion against all
losses and expenses caused by taking or not taking such action.



     SECTION 5.07. Collection of Indebtedness and Suits for Enforcement by Trustee.



     The Company covenants that if:




     (1) default is made in the payment of any interest on any Note when such interest
becomes due and payable and such default continues for a period of 30 calendar days, or




     (2) default is made in the payment of the principal of (or premium, if any, on) any
Note at the Maturity thereof,


the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such
Notes, the whole amount then due and payable on such Notes for principal and interest, and, to
the extent that payment of such interest shall be legally enforceable, interest on any overdue
principal and on any overdue interest, at the rate borne by the Notes, and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel.




     If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in the Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.



     SECTION 5.08. Trustee May File Proofs of Claim.



     In case of any judicial proceeding relative to the Company (or any other obligor upon the
Notes), its property or its creditors, the Trustee shall be entitled and empowered, by intervention
in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture
Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In



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particular, the Trustee shall be authorized to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same; and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the
event that the Trustee shall consent to the making of such payments directly to the Holders, to pay
to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 6.6 of the Base Indenture.



     No provision of the Indenture shall be deemed to authorize the Trustee to authorize or consent
to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment
or composition affecting the Notes or the rights of any Holder thereof or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceeding.



     SECTION 5.09. Trustee May Enforce Claims Without Possession of Notes.



     All rights of action and claims under the Indenture or the Notes may be prosecuted and
enforced by the Trustee without the possession of any of the Notes or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Notes in respect
of which such judgment has been recovered.



     SECTION 5.10. Application of Money Collected.



     Any money collected by the Trustee pursuant to this Article shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on
account of principal (or premium, if any) or interest, upon presentation of the Notes
and the notation thereon of the payment if only partially paid and upon surrender thereof if
fully paid:




     FIRST: To the payment of all amounts due the Trustee under Section 6.07 of the Base
Indenture; and




     SECOND: To the payment of the amounts then due and unpaid for principal of and
interest on the Notes in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind, according to the amounts due
and payable on such Notes for principal and interest, respectively.



     SECTION 5.11. Limitation on Suits.



     Except to enforce the right to receive payment of principal or interest when due or to receive
amounts due to a Holder upon conversion, no Holder of any Note shall have any right to institute
any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless:



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     (1) such Holder has previously given written notice to the Trustee of a continuing
Event of Default with respect to the Notes;




     (2) the Holders of not less than 25% in aggregate principal amount of the Outstanding
Notes shall have made written request to the Trustee to institute proceedings in respect of
such Event of Default in its own name as Trustee hereunder;




     (3) such Holder or Holders have offered to the Trustee security or indemnity
satisfactory to it against any costs, liability or expense to be incurred in compliance with
such request;




     (4) the Trustee for 60 calendar days after its receipt of such notice, request and
offer of security or indemnity has failed to institute any such proceeding; and




     (5) no direction that, in the opinion of the Trustee, is inconsistent with such written
request has been given to the Trustee during such 60 calendar day period by the Holders of a
majority in aggregate principal amount of the Outstanding Notes;


it being understood and intended that no one or more Holders shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Supplemental Indenture to affect,
disturb or prejudice the rights of any other Holders, or to obtain or to seek to obtain priority or
preference over any other Holders or to enforce any right under the Indenture, except in the manner
herein provided and for the equal and ratable benefit of all the Holders.




     SECTION 5.12. Restoration of Rights and Remedies.



     If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy
under the Indenture and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Trustee or to such Holder, then and in every such case, subject to
any determination in such proceeding, the Company, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and thereafter all
rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had
been instituted.



     SECTION 5.13. Rights and Remedies Cumulative.



     Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes in the last paragraph of Section 3.10, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.



     SECTION 5.14. Delay or Omission Not Waiver.



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     No delay or omission of the Trustee or of any Holder of any Note to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by
this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.



     SECTION 5.15. Undertaking for Costs.



     In any suit for the enforcement of any right or remedy under the Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require
any party litigant in such suit to file an undertaking to pay the costs of such suit, and may
assess reasonable costs, including reasonable attorneys’ fees and expenses, against any such party
litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that
neither this Section 5.15 nor the Trust Indenture Act shall be deemed to authorize any court to
require such an undertaking or to make such an assessment in any suit instituted by the Company or
in any suit for the enforcement of the right to convert any Note in accordance with Article 12.



ARTICLE 6.

[RESERVED.]




ARTICLE 7.

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE




     With respect to the Notes, Article VIII of the Base Indenture shall be replaced in its
entirety with the following:



     SECTION 7.01. Company May Consolidate, Etc., Only on Certain Terms.



     The Company shall not, directly or indirectly, in one transaction or a series of transactions,
consolidate with or merge with or into any other Person or convey, transfer, lease,
assign or otherwise dispose of all or substantially all of its properties and assets, whether
held directly or indirectly, to any Person, unless:




     (1) the resulting, surviving or transferee Person, if not the Company, is a
corporation, partnership, limited liability company or other business entity organized and
existing under the laws of the United States of America, any State thereof or the District
of Columbia, and such Person, if not the Company, expressly assumes by supplemental
indenture, in a form reasonably satisfactory to the Trustee, all of the Company’s
obligations under the Notes and the Indenture;




     (2) the Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that such consolidation, merger or transfer and such
supplemental indenture, if any, comply with this Indenture;




     (3) immediately after giving effect to such transaction, no Default or Event of Default
has occurred and is continuing;




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     (4) such transaction will not result in the loss or suspension or material impairment
of any material Gaming License of the Company or any of its Subsidiaries;




     (5) such transaction would not require any Holder (other than any Person acquiring the
Company or its assets and any affiliate thereof) to obtain a Gaming License or be qualified
under the law of any applicable gaming jurisdiction; provided that such Holder would not
have been required to obtain a Gaming License or be qualified under the laws of any
applicable gaming jurisdiction in the absence of such transaction.



     For purposes of this Section 7.01, the sale, lease, conveyance, assignment, transfer or other
disposition of all or substantially all of the properties and assets of one or more Subsidiaries of
the Company, which properties and assets, if held by the Company instead of such Subsidiaries,
would constitute all or substantially all of the properties and assets of the Company on a
consolidated basis, shall be deemed to be the transfer of all or substantially all of the
properties and assets of the Company; provided, that a sale, lease, conveyance, assignment,
transfer or other disposition of properties or assets between or among Subsidiaries of the Company
(including by way of any merger, consolidation, or other corporate transaction) shall not be deemed
to be a transfer of all or substantially all of the properties and assets of the Company.



     SECTION 7.02. Successor Substituted.



     Upon any consolidation of the Company with, or merger of the Company into, any other Person or
any conveyance, transfer or lease of all or substantially all of the properties and assets of the
Company in accordance with Section 7.01, the successor Person formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under the Indenture with
the same effect as if such successor Person had been named as the Company herein, and thereafter,
except in the case of a lease of all or substantially all of the Company’s properties and assets,
the predecessor Person shall be relieved of all obligations and covenants under the Indenture and
the Notes.



ARTICLE 8.

SUPPLEMENTAL INDENTURES




     SECTION 8.01. Supplemental Indentures Without Consent of Holders.



     With respect to the Notes, Section 9.01 of the Base Indenture shall be replaced in its
entirety with the following:



     Without the consent of any Holders, the Company, when authorized by a Board Resolution, and
the Trustee, upon receipt of a Company Request, at any time and from time to time, may enter into
one or more indentures supplemental hereto for any of the following purposes:



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          (a) to cure any ambiguity or correct any omission, manifest error, defect or inconsistency
under this Supplemental Indenture, so long as such action will not adversely affect the interests
of the Holders; or




          (b) to provide for the assumption by a successor corporation of the Company’s obligations
under this Supplemental Indenture in accordance with the terms of this Supplemental Indenture; or




          (c) to add guarantees or additional obligors with respect to the Notes; or




          (d) to provide for a successor Trustee or other agents in accordance with the terms of this
Supplemental Indenture or to otherwise comply with any requirement of this Supplemental
Indenture; or




          (e) to provide for the conversion of the Notes into Reference Property, to the extent that
the Company and the Trustee deem such amendment necessary or advisable in connection with the
conversion of the Notes into Reference Property; provided that no such amendment or supplement
may impair the rights or interests of any Holder of the Outstanding Notes; or




          (f) to increase the Conversion Rate; or




          (g) to secure the Notes; or




          (h) to add to the covenants of the Company for the benefit of the Holders or to surrender
any right or power herein conferred upon the Company; or




          (i) to provide for the conversion of Notes in accordance with the terms of this Supplemental
Indenture; or




          (j) to make any changes to this Supplemental Indenture or the Notes that does not adversely
affect the rights of any Holder;




          (k) to comply with the requirements of the Trust Indenture Act or the rules and regulations
of the Commission thereunder in order to effect or maintain the qualification of this
Supplemental Indenture under the Trust Indenture Act, as contemplated by this Supplemental
Indenture or otherwise;




          (l) to provide for uncertificated Notes in addition to or in place of certificated
Securities and to provide for bearer Securities; provided that uncertificated Notes are issued in
registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended,
or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of
such Internal Revenue Code; or




          (m) to enable the purposes set forth in Section 3.14 to be achieved.




     Upon a Company Request, accompanied by a Board Resolution authorizing the execution of any
such supplemental indenture (except as otherwise provided below), and subject to and upon receipt
by the Trustee of the documents described in Section 9.03 of the Base Indenture, the



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Trustee shall (subject to the last sentence Section 9.03 of the Base Indenture) join with the
Company in the execution of any supplemental indenture authorized or permitted by the terms of this
Supplemental Indenture and to make any further appropriate agreements and stipulations that may be
therein contained. Notwithstanding the foregoing and notwithstanding any provision in the Base
Indenture, in connection with the execution of this First Supplemental Indenture and the
authentication and delivery of an aggregate principal amount of $475 million of the Notes, the
Company shall not be required to deliver to the Trustee a Board Resolution authorizing the
execution of any such supplemental indenture or the documents described in Section 9.03 of the Base
Indenture prior to the execution, and delivery, or authentication and delivery, as applicable,
thereof, but shall be required to deliver such documents to the Trustee no later than four (4)
Business Days following the Original Issue Date.



     SECTION 8.02. Supplemental Indentures With Consent of Holders.



     With respect to the Notes, Section 9.02 of the Base Indenture shall be replaced in its
entirety with the following:



     With the written consent of the Holders of not less than a majority in aggregate principal
amount of the Outstanding Notes (including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for Notes), by the act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and
the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of this
Supplemental Indenture or of modifying in any manner the rights of the Holders under this
Supplemental Indenture; provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Note affected thereby:



          (a) reduce the percentage in aggregate principal amount of Notes the Holders of which must
consent to an amendment; or




          (b) reduce the rate, or extend the stated time for payment, of interest on any Note or
reduce the amount, or extend the stated time for payment, of the Extension Fee; or




          (c) reduce the principal, or extend the Maturity Date, of any Note; or




          (d) make any change that adversely affects the conversion rights of any Note; or




          (e) reduce the Fundamental Change Repurchase Price of any Note or amend or modify in any
manner adverse to the Holders of the Notes the Company’s obligations to make such payments,
whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
or




          (f) change the place or currency of payment of principal or interest or the Extension Fee in
respect of any Note; or




          (g) impair the right of any Holder to receive payment of principal of, and interest on, such
Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any
payment on or with respect to such Holder’s Notes; or




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          (h) adversely affect the ranking as to contractual right of payment of the Notes as the
Company’s senior unsecured Indebtedness; or



          (i) make any change in the provisions of this Article 8 that require each Holder’s consent
or in the waiver provisions in Section 5.04.



     It shall not be necessary for the consent of Holders under this Section 8.02 to approve the particular
form of any proposed supplemental indenture, but it shall be sufficient if such consent shall
approve the substance thereof.



     This Section 8.02 shall be subject to Section 9.03 of the Base Indenture.



     SECTION 8.03. Notice of Supplemental Indentures.



     Promptly after the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of Section 8.02, the Company shall promptly give notice in the manner provided in
Section 1.06 of the Base Indenture briefly setting forth in general terms the substance of such
supplemental indenture. Any failure of the Company to give such notice, or any defect therein,
shall not in any way impair or affect the validity of any such supplemental indenture.



     SECTION 8.04. Effect of Supplemental Indentures.



     Upon the execution of any supplemental indenture under this ARTICLE 8, this Supplemental Indenture
shall be modified in accordance therewith, and such supplemental indenture shall form a part of
this Supplemental Indenture for all purposes; and every Holder theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.



     SECTION 8.05. Conformity with Trust Indenture Act.



     Every supplemental indenture executed pursuant to this ARTICLE 8 shall conform to the requirements of
the Trust Indenture Act.



ARTICLE 9.

HOLDERS LISTS BY TRUSTEE AND COMPANY




     SECTION 9.01. Company to Furnish Trustee Names and Addresses of Holders.



     The Company will furnish or cause to be furnished to the Trustee



          (a) quarterly, not more than 15 calendar days after each Regular Record Date, a list, in
such form as the Trustee may reasonably require, of the names and addresses of the Holders as of
such Regular Record Date, and




          (b) at such other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content as of a date not
more than 15 days prior to the time such list is furnished;




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excluding from any such list names and addresses received by the Trustee in its capacity as
Registrar of the Notes.




     SECTION 9.02. Preservation of Information.



          (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names
and addresses of Holders contained in the most recent list furnished to the Trustee as provided
in Section 9.01 and the names and addresses of Holders received by the Trustee in its capacity as Registrar.
The Trustee may dispose of any list furnished to it as provided in Section 9.01 upon receipt of a new list
so furnished.




          (b) The rights of Holders to communicate with other Holders with respect to their rights
under this Supplemental Indenture or under the Notes, and the corresponding rights and duties of
the Trustee, shall be as provided by the Trust Indenture Act.




          (c) Every Holder, by receiving and holding the same, agrees with the Company and the Trustee
that neither the Company nor the Trustee nor any agent of either of them shall be held
accountable by reason of any disclosure of information as to names and addresses of Holders made
pursuant to the Trust Indenture Act.




ARTICLE 10.

COVENANTS




     SECTION 10.01. Payment of Principal and Interest.



     The Company covenants and agrees that it shall duly and punctually pay the principal of and
interest on the Notes in accordance with the terms of the Notes and this Supplemental Indenture.
The Company shall deposit or cause to be deposited with the Trustee or its nominee, no later than
1:00 p.m., New York City time, on the Maturity Date of the Notes or no later than 1:00 p.m., New
York City time, on the due date for any installment of interest, all payments so due, which
payments shall be in immediately available funds on the date of such Maturity Date or due date, as
the case may be.



     SECTION 10.02. Maintenance of Offices or Agencies.



     The Company shall maintain an office or agency where the Notes may be surrendered for
registration of transfer or exchange or for presentation for payment or for conversion or
repurchase and where notices and demands to or upon the Company in respect of the Notes and this
Supplemental Indenture may be served. The Company shall give prompt written notice to the Trustee
of the location, and any change in the location, of such office or agency not designated or
appointed by the Trustee. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Office.



     The Company may at any time and from time to time vary or terminate the appointment of any
such agent or appoint any additional agents for any or all of such purposes; provided,



65









 







however, that until all of the Notes have been delivered to the Trustee for cancellation, or
moneys sufficient to pay the principal of and interest on the Notes have been made available for
payment and either paid or returned to the Company pursuant to the provisions of Section 10.05, the Company
shall maintain an office or agency where Notes may be presented or surrendered for payment and
conversion, where Notes may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Notes and this Supplemental Indenture
may be served. The Company shall give prompt written notice to the Trustee, and notice to the
Holders in accordance with Section 1.06 of the Base Indenture, of the appointment or termination of
any such agents and of the location and any change in the location of any such office or agency.



     The Company hereby initially designates the Trustee as Paying Agent, Registrar, and Conversion
Agent, and the Corporate Trust Office of the Trustee as the office or agency of the Company for
each of the aforesaid purposes.



     Any rights or immunities of the Trustee under the Indenture shall apply to the Trustee when
acting under any or all of the aforementioned capacities.



     SECTION 10.03. Existence.



     Subject to Section 7.01, the Company shall do or cause to be done all things necessary to preserve and
keep in full force and effect its corporate existence.



     SECTION 10.04. Annual Statement by Officers.



     The Company shall deliver to the Trustee, within 120 calendar days after the end of each
fiscal year, an Officers’ Certificate as to the signing officers’ knowledge of the Company’s
compliance with all conditions and covenants on its part contained in this Supplemental Indenture.
For purposes of this Section 10.04, such compliance shall be determined without regard to any grace
period or requirement of notice provided under this Supplemental Indenture.



     Any notice required to be given under this Section 10.04 shall be delivered to the Trustee at its
Corporate Trust Office.



     SECTION 10.05. Money for Note Payments to Be Held in Trust.



     If the Company shall at any time act as its own Paying Agent, it will, on or before each due
date of the principal of or interest on any of the Notes, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay all amounts payable to the Trustee
under Section 6.6 of the Base Indenture and the principal or interest so becoming due until such
sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of its action or failure so to act.



     Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of
the principal of or interest on any Notes, deposit with a Paying Agent a sum sufficient to pay such
amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.



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     The Company will cause each Paying Agent other than the Trustee to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the
provisions of this Section 10.05, that such Paying Agent will (i) comply with the provisions of the Trust
Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by
the Company (or any other obligor upon the Notes) in the making of any payment in respect of the
Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust
by such Paying Agent as such.



     The Company may at any time, for the purpose of obtaining the satisfaction and discharge of
this Supplemental Indenture or for any other purpose, pay, or by Company Order direct any Paying
Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums
to be held by the Trustee upon the same trusts as those upon which such sums were held by the
Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such money.



     Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of or interest on any Note and remaining unclaimed for two
years after such principal or interest has become due and payable shall be paid to the Company on
Company Request, or (if then held by the Company) shall be discharged from such trust; and the
Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company
for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such
trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in a Press Release, notice that such
money remains unclaimed and that, after a date specified therein, which shall not be less than 30
calendar days from the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company.



     SECTION 10.06. Reports by Company.



          (a) Whether or not the Company is then subject to Section 13(a) or 15(d) of the Exchange
Act, so long as any Notes are outstanding, the Company will, within the time periods specified in
the Commission’s rules and regulations if the Company were subject to Section 13(a) or 15(d) of
the Exchange Act, file the following reports with the Commission, even if it is not required by
the Commission to do so:




          (i) All quarterly and annual reports that would be required to be filed with the
Commission on Forms 10-Q and 10-K if the Company were required to file reports pursuant to
Section 13(a) or 15(d) of the Exchange Act, including a “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and, with respect to the annual
information only, a report thereon by the Company’s certified independent accountants; and




          (ii) All current reports that would be required to be filed with the Commission on Form
8-K if the Company were required to file such reports pursuant to Section 13(a) or 15(d) of
the Exchange Act.



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If, notwithstanding the foregoing, the Commission will not accept the Company’s filings for any
reason, the Company will post the reports referred to in the preceding paragraph on its website
within the time periods that would apply if the Company were required to file those reports with
the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act. If such filings with the
Commission are not then permitted by the Commission, and such filings are not generally available
on the internet free of charge within the time periods in which the Company would be required to
file a report if it were subject to Section 13(a) or 15(d) of the Exchange Act, the Company will,
without charge to the Holders, furnish the Holders with copies of any such reports.




          (b) For so long as the Notes remain outstanding and constitute “restricted
securities” under Rule 144, if at any time the Company is not required to file with the
Commission the reports required by paragraph (a) of this Section 302, the Company shall
furnish to the Holders of the Notes and to securities analysts and prospective investors,
upon their request, the information required to be delivered pursuant to Rule 144(d)(4)
under the Securities Act.




     SECTION 10.07. Lien



     The Company will not create any Lien upon any Principal Property (other than Permitted
Liens) (the “Initial Lien”) without securing the Notes equally with such Principal Property
and ratably with all other Indebtedness of the Company secured thereby for so long as such
Indebtedness is so secured. Any Lien created for the benefit of the Holders pursuant to
the preceding sentence shall provide that such Lien shall be automatically and
unconditionally released and discharged upon the release and discharge of the Initial Lien.
This covenant shall not limit or restrict any Subsidiary of the Company.



     SECTION 10.08. Limitation on Sale and Lease-Back Transactions



          The Company shall not enter into any arrangement with any Person providing for the leasing by
the Company of any Principal Property (except for temporary leases of a term of not more than three
years and except for leases between the Company and its Subsidiaries or between Subsidiaries of the
Company) which property has been or is to be sold or transferred by the Company to such Person more
than 180 days after the later of the acquisition thereof or the completion of construction and
commencement of full operation thereof (a “Sale and Lease-Back Transaction”), unless:





     (1) the Company applies an amount equal to the greater of the fair value (as determined
by the Company’s Board of Directors) of such property or the net proceeds of such sale,
within 180 days, to the retirement of the Notes (to the extent permitted pursuant to the
terms hereof) or other Indebtedness ranking on a parity with the Notes, or to the
acquisition, construction, development or improvement of properties, facilities or equipment
used for operating purposes that are owned by the Company, or to the acquisition by the
Company or any of its Subsidiaries of another Person; or



68









 






     (2) at the time of entering into such transaction, such Principal Property could have
been subjected to a Lien securing Indebtedness of the Company in a principal amount equal to
the Capitalized Lease-Back Obligation with respect to such Principal Property under clause
(16) of the definition of “Permitted Liens” without securing the Notes as contemplated by
that provision.



          This covenant shall not limit or restrict any Subsidiary of the Company.




ARTICLE 11.

REDEMPTION AND REPURCHASE OF NOTES




     SECTION 11.01. Mandatory Gaming Redemption.



     Notwithstanding any other provision in this Supplemental Indenture, if any Gaming Authority
requires a Holder or beneficial owner of the Notes must be licensed, qualified or found suitable
under any applicable gaming laws in order to maintain any Gaming License or franchise of the
Company or any of its Subsidiaries under any applicable gaming laws, and the Holder or beneficial
owner fails to apply for a license, qualification or finding of suitability within 30 calendar days
after being requested to do so by the Gaming Authority (or such lesser period that may be required
by such Gaming Authority) or if such Holder or beneficial owner is denied such license or
qualification or found not be suitable, the Company shall have the right, at its option, (1) to
require such Holder or beneficial owner to dispose of such Holder’s or beneficial owner’s Notes
within 30 calendar days of receipt of such finding by the applicable Gaming Authority (or such
earlier date as may be required by the applicable Gaming Authority) or (2) to call for redemption
on the Notes of such Holder or beneficial owner at a redemption price equal to (i) the lesser or
(a) 100% of the principal amount thereof, (b) the price at which such Holder or beneficial owner
acquired the Notes or (c) the fair market value of the Notes as determined in good faith by the
Board of Directors of the Company, together with, in each case, accrued and unpaid interest to the
earlier of the date of redemption or such earlier date as may be required by the Gaming Authority
or the date of the finding of unsuitability by such Gaming Authority, which may be less than 30
calendar days following the notice of redemption, if so ordered by such Gaming Authority or (ii)
such other price as may be ordered by the Gaming Authority.



     Immediately upon a determination that a Holder or beneficial owner will not be licensed,
qualified or found suitable, the Holder or beneficial owner will have no further rights (a) to
exercise any right conferred by the Notes, directly or indirectly, through any Trustee, nominee or
any other Person or (b) to receive any interest or other distribution or payment with respect to
the Notes except the redemption price of the Notes described in this Section 11.01; provided,
however, such Holder or beneficial holder may, to the extent permitted by such Gaming Authority,
transfer the Notes to any unaffiliated third party, who shall then be entitled to exercise all
rights of a Holder or beneficial holder under the Notes.



     The Company shall not be required to pay or reimburse any Holder of the Notes or beneficial
owner who is required to apply for such license, qualification or finding of suitability



69









 







for the costs of the licensure or investigation for such qualification or finding of
suitability. Such expenses will, therefore, be the obligation of such Holder or beneficial owner.



     Each Note shall bear a legend regarding the applicability of this Section 11.01, as set forth
in the form of Note included in Section 2.02.



     SECTION 11.02. Right to Require Repurchase Upon a Fundamental Change.



          (a) If a Fundamental Change occurs at any time, then each Holder shall have the right, at
such Holder’s option, to require the Company to repurchase all of such Holder’s Notes or any
portion of the principal amount thereof that is equal to $1,000 or an integral multiple of
$1,000, for cash on the date (the “Fundamental Change Repurchase Date”) specified by the Company
that is not less than 15 calendar days and not more than 45 calendar days after the date of the
Fundamental Change Repurchase Right Notice at a repurchase price equal to 101% of the principal
amount thereof, together with accrued and unpaid interest thereon to, but excluding, the
Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless such
Fundamental Change Repurchase Date falls after a Regular Record Date and on or prior to the
corresponding Interest Payment Date, in which case the Company shall pay the full amount of
accrued and unpaid interest payable on such Interest Payment Date to the Holder of record at the
close of business on the corresponding Regular Record Date. Any Notes repurchased by the Company
will be paid for in cash.




     Repurchases of Notes under this Section 11.02 shall be made, at the option of the Holder thereof, upon:




          (i) if the Notes are held in certificated form, delivery to the Trustee (or other
Paying Agent appointed by the Company) by a Holder of a duly completed notice (the
“Fundamental Change Repurchase Notice”) in the form set forth on the reverse of the Note or,
if the Notes are held in global form, a notice that complies with the Applicable Procedures,
prior to the close of business on the Business Day immediately preceding the Fundamental
Change Repurchase Date; and




          (ii) delivery or book-entry transfer of the Notes to the Trustee (or other Paying Agent
appointed by the Company) prior to the close of business on the Business Day immediately
preceding the Fundamental Change Repurchase Date (together with all necessary endorsements)
at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the
Company), such delivery being a condition to receipt by the Holder of the Fundamental Change
Repurchase Price therefor; provided that such Fundamental Change Repurchase Price shall be
so paid pursuant to this Section 11.02 only if the Note so delivered to the Trustee (or other Paying
Agent appointed by the Company) shall conform in all respects to the description thereof in
the related Fundamental Change Repurchase Notice.



     The Fundamental Change Repurchase Notice shall state:




     (i) if certificated, the certificate numbers of Notes to be delivered for
repurchase;



70









 






     (ii) the portion of the principal amount of Notes to be repurchased, which must
be $1,000 or an integral multiple thereof; and




     (iii) that the Notes are to be repurchased by the Company pursuant to the
applicable provisions of the Notes and this Supplemental Indenture.



     Any purchase by the Company contemplated pursuant to the provisions of this Section 11.02 shall be
consummated by the delivery of the consideration to be received by the Holder promptly following
the later of the Fundamental Change Repurchase Date and the time of the book-entry transfer or
delivery of the Note.



     The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company
of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal
thereof in accordance with the provisions of subsection (c) of this Section 11.02.



     Any Note that is to be repurchased only in part shall be surrendered to the Trustee (with, if
the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company and the Trustee duly executed by the Holder thereof or his
attorney duly authorized in writing), and the Company shall execute, and, upon receipt of a Company
Order, the Trustee shall authenticate and make available for delivery to the Holder of such Note
without service charge, a new Note or Notes, containing identical terms and conditions, each in an
authorized denomination in aggregate principal amount equal to and in exchange for the
unrepurchased portion of the principal of the Note so surrendered.



          (b) After the occurrence of a Fundamental Change, but on or before the 10th calendar day
after the Effective Date of such Fundamental Change, the Company shall provide to all Holders of
record of the Notes and the Trustee and Paying Agent a notice (the “Fundamental Change Repurchase
Right Notice”) of the occurrence of such Fundamental Change and of the resulting repurchase
right, if any, at the option of the Holders arising as a result thereof.




     Each Fundamental Change Repurchase Right Notice shall specify (if applicable):




          (i) the events causing the Fundamental Change;




          (ii) the date of the Fundamental Change;




          (iii) the last date on which a Holder may exercise the repurchase right arising as a
result of a Fundamental Change, if applicable; 




          (iv) the Fundamental Change Repurchase Price, if applicable;




          (v) the Fundamental Change Repurchase Date, if applicable;




          (vi) the name and address of the Paying Agent and the Conversion Agent, if applicable;




          (vii) the applicable Conversion Rate and any adjustments to the applicable Conversion
Rate, including any Additional Shares, if applicable;



71









 






          (viii) that the Notes with respect to which a Fundamental Change Repurchase Notice has
been delivered by a Holder may be converted only if the Holder withdraws the Fundamental
Change Repurchase Notice in accordance with the terms of this Supplemental Indenture; and




          (ix) the procedures that Holders must follow to require the Company to repurchase their
Notes, if applicable.



     No failure of the Company to give the foregoing notices and no defect therein shall limit the
Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the
Notes pursuant to this Section 11.02.



          (c) A Fundamental Change Repurchase Notice may be withdrawn in whole on in part by means of
a written notice of withdrawal delivered to the Paying Agent in accordance with the Fundamental
Change Repurchase Right Notice at any time prior to the close of business on the Business Day
prior to the Fundamental Change Repurchase Date, specifying:




          (i) the principal amount of the Notes with respect to which such notice of withdrawal
is being submitted;




          (ii) if certificated Notes have been issued, the certificate numbers of the withdrawn
Notes, or if not certificated, such Holder’s notice must comply with the applicable DTC
procedures; and




          (iii) the principal amount, if any, of such Note that remains subject to the original
Fundamental Change Repurchase Notice, which portion must be in principal amounts of $1,000
or an integral multiple of $1,000;



provided, however, that if the Notes are not in certificated form, the notice must comply with the
Applicable Procedures.




          (d) In connection with any repurchase of the Notes pursuant to this Section 11.02, the
Company shall





          (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision)
and any other tender offer rules under the Exchange Act that may then be applicable; and




          (ii) otherwise comply with all applicable federal and state securities laws.



     To the extent that the provisions of any securities laws or regulations conflict with the
provisions of this Section 11.02, the Company’s compliance with such laws and regulations shall not
in and of itself cause a breach of its obligations under this Section 11.02.



          (e) On or prior to 1:00 p.m., New York City time, on the Fundamental Change Repurchase Date,
the Company shall deposit with the Trustee (or other Paying Agent appointed by the Company or if
the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided
in Section 10.05) an amount of money sufficient to


72









 







repurchase all of the Notes to be repurchased on such date at the Fundamental Change
Repurchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent
appointed by the Company) from the Company or the Holders, as applicable, payment for Notes
surrendered for repurchase (and not withdrawn) prior to the close of business on the Business Day
prior to the Fundamental Change Repurchase Date shall be made promptly after the later of (x) the
Fundamental Change Repurchase Date with respect to such Note (provided the Holder has satisfied
the conditions to the payment of the Fundamental Change Repurchase Price in this Section 11.02), and (y) the
time of book-entry transfer or the delivery of such Note to the Trustee (or other Paying Agent
appointed by the Company) by the Holder thereof in the manner required by this Section 11.02. The Trustee
shall, promptly after such payment and upon written demand by the Company, return to the Company
any funds in excess of the Fundamental Change Repurchase Price.




          (f) Subject to a Holder’s right to receive interest on the related Interest Payment Date
where the Fundamental Change Repurchase Date falls between a Regular Record Date and the Interest
Payment Date to which it relates, if the Trustee (or other Paying Agent appointed by the Company)
holds money sufficient to repurchase on the Fundamental Change Repurchase Date all the Notes or
portions thereof that are to be purchased as of the Business Day following the Fundamental Change
Repurchase Date, then on and after the Fundamental Change Repurchase Date (i) such Notes shall
cease to be outstanding, (ii) interest shall cease to accrue on such Notes, and (iii) all other
rights of the Holders of such Notes shall terminate, whether or not book-entry transfer of the
Notes has been made or the Notes have been delivered to the Trustee or Paying Agent, other than
the right to receive the Fundamental Change Repurchase Price upon delivery of the Notes.




ARTICLE 12.

CONVERSION OF NOTES




     SECTION 12.01. Conversion Privilege and Conversion Rate.




          (a) Subject to
compliance with the provisions of this ARTICLE 12, a Holder shall have the right, at
such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 in
principal amount or an integral multiple thereof) of any Notes at any time prior to the close of
business on the second Scheduled Trading Day immediately preceding October 1, 2013, into cash
and, if applicable and at the election of the Company, shares of Common Stock (or, if applicable,
Reference Property), as described herein, at a rate of 20.1410 shares of Common Stock (subject to
adjustment by the Company as provided in Sections 12.01(e) and 12.04 hereof) per $1,000 in
principal amount of the Notes (the “Conversion Rate”) under the circumstances and during the
periods set forth below.




73









 








          (b) [Reserved].




          (c) [Reserved].




          (d) [Reserved].




          (e) If a Holder elects to convert Notes in connection with a Make-Whole Fundamental Change,
the Conversion Rate applicable to each $1,000 in principal amount of Notes so converted shall be
increased by an additional number of shares of Common Stock (the “Additional Shares”) as
described below. Settlement of Notes tendered for conversion to which Additional Shares shall be
added to the Conversion Rate as provided in this subsection
(e) shall be settled pursuant to Section 12.02(e).
For purposes of this subsection (e), a conversion shall be deemed to be “in connection with” such
Make-Whole Fundamental Change if such conversion occurs on or after the Make-Whole Reference Date
and prior to the close of business on the second Business Day immediately prior to the related
Fundamental Change Repurchase Date for such Make-Whole Fundamental Change, but in no event later
than the second Scheduled Trading Day prior to the Maturity of the Notes. The Company will
notify Holders and the Trustee in writing of the occurrence of any Make-Whole Fundamental Change
applicable to this subsection (e) and issue a Press Release on the Make-Whole Reference Date.





          (i) The number of Additional Shares by which the Conversion Rate will be increased in
the event of a Make-Whole Fundamental Change shall be determined by the Company by reference
to the table attached as Schedule A hereto, based on the Make-Whole Reference Date
and the Stock Price; provided that, for purposes of determining the number of Additional
Shares, the Make-Whole Reference Date of a transaction described in clause (1) or (2) of the
definition of Fundamental Change shall be deemed to be the earlier of (x) the date on which
such transaction occurs or becomes effective and (y) the date of the first public
announcement of such transaction by the Company or the counterparty to the transaction;
provided, that if the actual Stock Price is between two Stock Price amounts in the table or
the Make-Whole Reference Date is between two Make-Whole Reference Dates in the table, the
number of Additional Shares by which the Conversion Rate will be increased shall be
determined by a straight-line interpolation between the number of Additional Shares set
forth for the next higher and next lower Stock Price amounts and the two nearest Make-Whole
Reference Dates, as applicable, based on a 365-day year; provided, further, that if (1) the
Stock Price is greater than $400.00 per share of Common Stock (subject to adjustment in
accordance with clause (ii) below), no adjustments will be made in the Conversion Rate, and (2)
the Stock Price is less than $33.10 per share (subject to adjustment in accordance with
clause (ii) below), no adjustments will be made in the Conversion Rate. Notwithstanding the
foregoing, in no event shall the Conversion Rate exceed 30.2115 shares per $1,000 in
principal amount of Notes (subject to adjustment in the same manner
as set forth in Section 12.04).




          (ii) The Stock Prices set forth in the first row of the tables in Schedule A
hereto shall be adjusted by the Company as of any date on which the Conversion Rate of the
Notes is adjusted (except pursuant to this Section 12.01(e). The adjusted Stock Prices shall equal the
Stock Prices applicable immediately prior to such adjustment, multiplied



74









 







by a fraction, the numerator of which is the applicable Conversion Rate in effect
immediately prior to the adjustment giving rise to the Stock Price adjustment and the
denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares
within the table shall be adjusted in the same manner as the Conversion Rate as set forth in
Section 12.04 (other than by operation of an adjustment to the Conversion Rate by adding Additional
Shares).



     SECTION 12.02. Exercise of Conversion Privilege.




          (a) (i) The Company will satisfy the Conversion Obligation with respect to the aggregate
principal amount of Notes tendered for conversion by delivering, on the third Trading Day
immediately following the Conversion Date shares of fully paid Common Stock equal to the
Conversion Rate times the aggregate principal amount of Notes so tendered, divided by $1,000;
provided that the Company will deliver cash in lieu of fractional shares of Common Stock as
provided in Section 12.03; or




          (ii) The Company shall treat all Holders of Notes converting on the same Trading Day in the
same manner. The Company shall not, however, have any obligation to settle its Conversion
Obligations arising on different Trading Days in the same manner.



          (b) [Reserved].




          (c) [Reserved].




          (d) Before any Holder of a Note shall be entitled to convert the same as set forth above, such
Holder shall (1) in the case of a Global Note, comply with the procedures of the Depositary in
effect at that time and, if required, pay funds equal to interest payable on the next Interest
Payment Date to which such Holder is not entitled as set forth in subsection (i) of this Section 12.02(d) and,
if required, pay all taxes or duties, if any, in connection therewith and (2) in the case of a Note
issued in certificated form, (A) complete and manually sign and deliver an irrevocable written
notice to the Conversion Agent in the form set forth under Section 2.03 (or a facsimile thereof) (a “Notice of
Conversion”) at the office of the Conversion Agent and shall state in writing therein the principal
amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes
the certificate or certificates for any shares of Common Stock, if any, to be delivered upon
settlement of the Conversion Obligation to be registered, (B) surrender such Notes, duly endorsed
to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at
the office of the Conversion Agent, (C) if required, pay funds equal to interest payable on the
next Interest Payment Date to which such Holder is not entitled as set forth in subsection (i) of Section
12.02(a), and (D) if required, pay all taxes or duties, if any, in connection therewith, and (E)
furnish appropriate endorsements and transfer documents. As used herein, “Conversion Date” shall
mean the date that the Holder has complied with the requirements set forth in this subsection (d).




     No Notice of Conversion with respect to any Notes may be tendered by a Holder thereof if such
Holder has also tendered a Fundamental Change Repurchase Notice and not validly



75









 







withdrawn such
Fundamental Change Repurchase Notice in accordance with the
applicable provisions of Section 11.02.



     If more than one Note shall be surrendered for conversion at one time by the same Holder, the
Conversion Obligation with respect to such Notes, if any, that shall be payable upon conversion
shall be computed on the basis of the aggregate principal amount of the Notes (or specified
portions thereof to the extent permitted thereby) so surrendered.



          (e) Delivery of the amounts owing in satisfaction of the Conversion Obligation shall be made
by the Company in no event later than the date specified in
subsection (a) of this Section 12.02. The
Company shall make such delivery by issuing, or causing to be issued, and delivering to such
Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the
Depositary for the number of full shares of Common Stock to which such Holder shall be entitled
as part of such Conversion Obligation (together with any cash in lieu of fractional shares).




          (f) In case any Note shall be surrendered for partial conversion, the Company shall execute
and the Trustee shall, as provided in a Company Order, authenticate and deliver to or upon the
written order of the Holder of the Note so surrendered, without charge to such Holder, a new Note
or Notes in authorized denominations in an aggregate principal amount equal to the unconverted
portion of the surrendered Notes.




          (g) If a Holder submits a Note for conversion, the Company shall pay all documentary, stamp
or similar issue or transfer tax due, if any, which may be imposed by the United States or any
political subdivision thereof or taxing authority thereof or therein with respect to the issuance
of shares of Common Stock, if any, upon the conversion. However, the Holder shall pay any such
tax which is due because the Holder requests any shares of Common Stock to be issued in a name
other than the Holder’s name. The Company may refuse to deliver the certificates representing
the shares of Common Stock being issued in a name other than the Holder’s name until the Company
receives a sum sufficient to pay any tax which will be due because the shares are to be issued in
a name other than the Holder’s name. Nothing herein shall preclude any tax withholding required
by law or regulations.




          (h) Except as provided in Section 12.04, no adjustment shall be made for dividends on any shares issued
upon the conversion of any Note as provided in this ARTICLE 12.




          (i) Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at
the direction of the Trustee, shall make a notation on such Global Note as to the reduction in
the principal amount represented thereby. The Company shall notify the Trustee in writing of any
conversion of Notes effected through any Conversion Agent other than the Trustee.




          (j) Upon conversion, a Holder shall not receive any separate cash payment for accrued and
unpaid interest except as set forth below. The Company’s settlement of the Conversion Obligation
as described above shall be deemed to satisfy its obligation to pay the principal amount of the
Notes and accrued and unpaid interest to, but not including, the Conversion Date. As a result,
accrued and unpaid interest on the Notes to, but not including, the Conversion Date shall be
deemed to be paid in full rather than cancelled, extinguished or



76









 







forfeited. Notwithstanding the
preceding sentence, if Notes are converted after 5:00 p.m., New York City time, on a Regular
Record Date, Holders of such Notes as of 5:00 p.m., New York City time, on such Regular Record
Date shall receive the interest payable on such Notes
on the corresponding Interest Payment Date notwithstanding the conversion. Notes
surrendered for conversion during the period from 5:00 p.m., New York City time, on any Regular
Record Date to 9:00 a.m., New York City time, on the corresponding Interest Payment Date must be
accompanied by payment of an amount in cash equal to the interest payable on such Interest
Payment Date on the Notes so converted; provided, however, that no such payment need be made (i)
if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record
Date and on or prior to the next Scheduled Trading Day following the corresponding Interest
Payment Date; (ii) to the extent of any overdue interest, if any overdue interest remains unpaid
at the time of conversion with respect to such Note; or (iii) in connection with any conversions
that occur on or after the last Regular Record Date prior to the Maturity Date. Except as
described above, no payment or adjustment shall be made for accrued interest on converted Notes.
The Company shall not be required to convert any Notes that are surrendered for conversion
without payment of interest as required by this Section 12.02(j). The Conversion Rate will not
be adjusted for accrued and unpaid interest or accreted principal in excess of the $1,000
principal amount of the Notes.



     SECTION 12.03. Fractions of Shares.



     No fractional shares of Common Stock shall be issued upon conversion of any Note or Notes. If
more than one Note shall be surrendered for conversion at one time by the same Holder, the number
of full shares which shall be issuable upon conversion thereof shall be computed on the basis of
the aggregate principal amount of the Notes (or specified portions thereof) so surrendered.
Instead of any fractional share of Common Stock that would otherwise be issuable upon conversion of
any Note or Notes (or specified portions thereof), the Company shall calculate and pay a cash
adjustment in respect of such fraction (calculated to the nearest 1/100th of a share) based on the
Daily VWAP on the last VWAP Trading Day prior to the Conversion Date.



     SECTION 12.04. Adjustment of Conversion Rate.



     The Conversion Rate shall be adjusted from time to time by the Company as follows; provided
that the Company shall not make any adjustments to the Conversion Rate if Holders of the Notes
participate (as a result of holding the Notes, and at the same time as holders of the Common Stock
participate) in any of the transactions described below as if such Holders held a number of shares
of Common Stock equal to the applicable Conversion Rate, multiplied by the principal amount of
Notes held by such Holders divided by $1,000, without having to convert their Notes:



          (a) In case the Company shall issue shares of Common Stock as a dividend or distribution on
shares of Common Stock, or shall effect a share split or share combination, the Conversion Rate
shall be adjusted based on the following formula:




	 	 	 	 	 
	 

	 	CR’ = CR0 ×
	 	OS’
	 

	 	 	 	 
	 

	 	 	 	OS0






77









 







where,




CR0 = the Conversion Rate in effect as of the close business on the date
immediately preceding the Ex-Date for such dividend or distribution or the effective date of
such share split or combination, as the case may be;




CR’ = the Conversion Rate in effect as of the opening of business on the Ex-Date for such
dividend or distribution or the effective date of such share split or combination, as the
case may be;




OS0 = the number of shares of Common Stock outstanding as of the opening of
business on the Ex-Date for such dividend or distribution or the effective date of such
share split or combination, as the case may be; and




OS’ = the number of shares of Common Stock that will be outstanding as of the opening of
business on the Ex-Date for such dividend or distribution and immediately after giving
effect to such dividend or distribution or immediately after the effective date of such
share split or combination, as the case may be.



     Such adjustment shall become effective immediately on the Ex-Date fixed for such dividend or
distribution, or the effective date for such share split or share combination. If any dividend or
distribution of the type described in this Section 12.04(a) is declared but not so paid or made, or the
outstanding shares of Common Stock are not split or combined, as the case may be, the Conversion
Rate shall be immediately readjusted, effective as of the date the Board of Directors determines
not to pay such dividend or distribution, or split or combine the outstanding shares of Common
Stock, as the case may be, to the Conversion Rate that would then be in effect if such dividend,
distribution, share split or share combination had not been declared.



     (b) In case the Company shall distribute to all or substantially all holders of its
outstanding shares of Common Stock any rights or warrants (other than rights issued pursuant to a
stockholders’ rights plan) entitling them for a period expiring not more than 60 calendar days
after the date of such distribution to subscribe for or purchase shares of Common Stock at a
price per share less than the average of the Last Reported Sale Prices of the Common Stock for
the 10 consecutive Trading Day period ending on and including the Trading Day immediately
preceding the Ex-Date for such distribution, the Conversion Rate shall be adjusted based on the
following formula:




	 	 	 	 	 
	 

	 	CR’ = CR0 ×
	 	(OS0 + X)
	 

	 	 	 	 
	 

	 	 	 	(OS0 + Y)







where,




CR0 = the Conversion Rate in effect as of the close of business on the day
immediately preceding to the Ex-Date for such distribution;




CR’ = the Conversion Rate in effect as of the opening of business on the Ex-Date for such
distribution;



78









 






OS0 = the number of shares of Common Stock outstanding immediately prior to the
Ex-Date for such distribution;




X = the total number of shares of Common Stock issuable pursuant to such rights or warrants;
and




Y = the number of shares of Common Stock equal to the aggregate price payable to exercise
such rights or warrants divided by the average of the Last Reported Sale Prices of Common
Stock for the 10 consecutive Trading Day period ending on and including the Trading Day
immediately preceding the Ex-Date for such distribution.



     Such adjustment shall be successively made whenever any such rights or warrants are
distributed and shall become effective immediately on the Ex-Date for such distribution. The
Company shall not issue any such rights or warrants in respect of shares of the Common Stock held
in treasury by the Company. To the extent that shares of the Common Stock are not delivered after
the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the
Conversion Rate that would then be in effect had the adjustments made upon the issuance of such
rights or warrants been made on the basis of delivery of only the number of shares of Common Stock
actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again
be adjusted to be the Conversion Rate that would then be in effect if such Ex-Date for such
distribution had not been fixed.



     In determining whether any rights or warrants entitle the holders to subscribe for or purchase
shares of Common Stock at less than the average of the Last Reported Sale Prices of the Common
Stock for the 10 consecutive Trading Day period ending on and including the Trading Day immediately
preceding the Ex-Date for such distribution, and in determining the aggregate offering price of
such shares of Common Stock, there shall be taken into account any consideration received by the
Company for such rights or warrants and any amount payable on exercise or conversion thereof, with
the value of such consideration, if other than cash, to be determined by the Board of Directors.



     (c) In case the Company shall, by dividend or otherwise, distribute to all or substantially
all holders of its Common Stock shares of any class of Capital Stock of the Company, evidences of
its Indebtedness or other assets or property of the Company excluding (i) dividends and
distributions covered by subsections (a), (b) or (d) of this Section 12.04 and (ii) distributions
described below in this subsection (c) with respect to Spin-Offs) (any of such shares of Capital
Stock, Indebtedness, or other asset or property hereinafter in this subsection (c) called the
“Distributed Property”), then, in each such case the Conversion Rate shall be adjusted based on
the following formula:



	 	 	 	 	 
	 

	 	CR' = CR0 ×
	 	SP0
	 

	 	 	 	 
	 

	 	 	 	SP0 — FMV







where,




CR0 = the Conversion Rate in effect as of the close of business on the day
immediately preceding to the Ex-Date for such distribution;



79









 






CR’ = the Conversion Rate in effect as of the opening of business on the Ex-Date for such
distribution;




SP0 = the average of the Last Reported Sale Prices of Common Stock over the 10
consecutive Trading Day period ending on the Trading Day immediately preceding the Ex-Date
for such distribution; and




FMV = the fair market value as determined by the Board of Directors or a committee thereof
of the Distributed Property with respect to each outstanding share of Common Stock on the
Ex-Date for such distribution.



     Such adjustment shall become effective immediately on the Ex-Date for such distribution;
provided that if “FMV” as set forth above is equal to or greater than “SP0” as set forth
above, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder
has the right to receive, for each $1,000 in principal amount of Notes, the amount of Distributed
Property such Holder would have received had such Holder owned a number of shares of Common Stock
equal to the Conversion Rate on the Ex-Date for such distribution, without being required to
convert the Notes. If such distribution is not so paid or made, the Conversion Rate shall again be
adjusted to be the Conversion Rate that would then be in effect if such dividend or distribution
had not been declared. If the Board of Directors determines
“FMV” for purposes of this Section 12.04(c) by
reference to the actual or when issued trading market for any securities, it must in doing so
consider the prices in such market over the same period used in computing the Last Reported Sale
Prices of the Common Stock over the 10 consecutive Trading Day period ending on the Trading Day
immediately preceding the Ex-Date for such distribution.



     With respect to an adjustment pursuant to this subsection (c) where there has been a payment
of a dividend or other distribution on the Common Stock, in shares of Capital Stock of any class or
series, or similar equity interest, of or relating to a subsidiary or other business unit (a
“Spin-Off”), the Conversion Rate in effect immediately before 5:00 p.m., New York City time, on the
10th Trading Day immediately following, and including, the effective date of the Spin-Off shall be
increased based on the following formula:



	 	 	 	 	 
	 

	 	CR’ = CR0 ×
	 	FMV0 + MP0
	 

	 	 	 	 
	 

	 	 	 	MP0







where,




CR0 = the Conversion Rate in effect immediately prior to the close of business on
the 10th Trading Day immediately following the effective date of the Spin-Off;




CR’ = the Conversion Rate in effect immediately after the close of business on the 10th
Trading Day immediately following the effective date of the Spin-Off;




FMV0 = the average of the Last Reported Sale Prices of the Capital Stock or
similar equity interest distributed to holders of Common Stock applicable to one share of



80









 






Common Stock over the 10 consecutive Trading Day period beginning on and including the
Trading Day immediately following the effective date of the Spin-Off; and




MP0 = the average of the Last Reported Sale Prices of Common Stock over the 10
consecutive Trading Day period beginning on and including immediately following the
effective date of the Spin-Off.



     Such adjustment to the Conversion Rate under this subsection (c) shall occur immediately after
5:00 pm New York City time on the 10th Trading Day from the effective date of the Spin-Off;
provided, that for any conversion within the 10 Trading Days beginning on the Trading Day
immediately following the effective date of any Spin-Off, the Conversion Rate shall be adjusted
based on the number of Trading Days between the effective date of such Spin-Off and the Conversion
Date.



     Rights, warrants or options distributed by the Company to all holders of Common Stock,
entitling the holders thereof to subscribe for or purchase shares of the Company’s Capital Stock,
including Common Stock (either initially or under certain circumstances), which rights, warrants or
options, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to
be transferred with such shares of Common Stock; (ii) are not exercisable; and (iii) are also
issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed
for purposes of this Section 12.04 (and no adjustment to the Conversion Rate under this Section 12.04 shall be required)
until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be
deemed to have been distributed and an appropriate adjustment (if any is required) to the
Conversion Rate shall be made under this subsection (c). If any such rights, warrants or options
are subject to events, upon the occurrence of which such rights, warrants or options become
exercisable to purchase different securities, evidences of Indebtedness or other assets, then the
date of the occurrence of any and each such event shall be deemed to be the date of distribution
and record date with respect to new rights, warrants or options with such rights (and a termination
or expiration of the existing rights, warrants or options without exercise by any of the holders
thereof). In addition, in the event of any distribution (or deemed distribution) of rights,
warrants or options, or any Trigger Event or other event (of the type described in the preceding
sentence) with respect thereto that was counted for purposes of calculating a distribution amount
for which an adjustment to the Conversion Rate under this Section 12.04 was made, (1) in the case of any such
rights, warrants or options that shall all have been redeemed or repurchased without exercise by
any holders thereof, the Conversion Rate shall be readjusted upon such final redemption or
repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it
were a cash distribution, equal to the per share redemption or repurchase price received by a
holder or holders of Common Stock with respect to such rights, warrants or options (assuming such
holder had retained such rights or warrants), made to all holders of Common Stock as of the date of
such redemption or repurchase, and (2) in the case of such rights or warrants that shall have
expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be
readjusted as if such rights and warrants had not been issued.




     For purposes of this subsection (c) and subsections
(a) and (b) of this Section 12.04, any dividend or
distribution to which this subsection (c) is applicable that also
 includes shares of Common Stock
to which subsection (a) of this Section 12.04 applies or rights, warrants or



81









 








options to subscribe for or purchase shares of Common Stock to
which subsection (a) or (b) of this Section 12.04 applies (or both), shall
be deemed instead to be (1) a dividend or distribution of the evidences of Indebtedness, assets or
shares of Capital Stock other than such shares of Common Stock or rights, warrants or options,
to which this subsection (c) applies (and any Conversion Rate adjustment required by this
subsection (c) with respect to such dividend or distribution shall then be made) immediately
followed by (2) a dividend or distribution of such shares of Common Stock or such rights, warrants
or options (and any further Conversion Rate adjustment required by subsections (a) and (b) of this
Section 12.04 with respect to such dividend or distribution shall then be made), except (A) the Ex-Date of such
dividend or distribution shall under this subsection (c) be substituted as the “Ex-Date” within the
meaning of subsection (a) and subsection (b) and (B) any shares of Common Stock included in such
dividend or distribution shall not be deemed “outstanding immediately prior to the Ex-Date for such
dividend or distribution or immediately prior to the effective date of such share split or
combination, as the case may be” within the meaning of subsection (a) or “outstanding immediately
prior to the Ex-Date for such distribution” within the meaning of subsection (b).



          (d) In case the Company shall pay any cash dividends or distributions to all or
substantially all holders of its Common Stock, the Conversion Rate shall be adjusted based on the
following formula:




	 	 	 	 	 
	 

	 	CR’ =
CR0 ×
	 	SP0
	 

	 	 	 	 
	 

	 	 	 	SP0 - C







where,




CR0 = the Conversion Rate in effect as of the close of business on the day
immediately preceding the Ex-Date for such dividend or distribution;




CR’ = the Conversion Rate in effect as of the opening of business on the Ex-Date for such
dividend or distribution;




SP0 = the average of the Last Reported Sale Prices of Common Stock for the 10
consecutive Trading Day period ending on and including the Trading Day immediately preceding
the Ex-Date for such dividend or distribution; and




C = the amount in cash per share the Company distributes to holders of Common Stock in such
dividend or distribution.



     Such adjustment to the Conversion Rate shall become effective immediately on the Ex-Date for
such dividend or distribution; provided that if the portion of the cash so distributed applicable
to one share of the Common Stock is equal to or greater than SP0 as set forth above, in
lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall
receive on the date on which such cash dividend is distributed to holders of Common Stock, for each
$1,000 in principal amount of Notes, the amount of cash such Holder would have received had such
Holder owned a number of shares equal to the Conversion Rate on the Ex-Date for such dividend or
distribution, without being required to convert the Notes. If such dividend or distribution is not
so paid or made, the Conversion Rate shall again be adjusted to be the



82









 







Conversion Rate that would
then be in effect if such dividend or distribution had not been declared.



     For the avoidance of doubt, for purposes of this subsection (d), in the event of any
reclassification of the Common Stock, as a result of which the Notes become convertible into more
than one class of Common Stock, if an adjustment to the Conversion Rate is required pursuant to
this subsection (d), references in this Section 12.04 to one share of Common Stock or Last Reported Sale Price
of one share of Common Stock shall be deemed to refer to a unit or to the price of a unit
consisting of the number of shares of each class of Common Stock into which the Notes are then
convertible equal to the numbers of shares of such class issued in respect of one share of Common
Stock in such reclassification. The above provisions of this paragraph shall similarly apply to
successive reclassifications.



          (e) In case the Company or any of its Subsidiaries make a payment in respect of a tender
offer or exchange offer for all or any portion of the Common Stock, to the extent that the cash
and value of any other consideration included in the payment per share of Common Stock exceeds
the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading
Days beginning on, and including, the Trading Day next succeeding the last date on which tenders
or exchanges may be made pursuant to such tender or exchange offer, the Conversion Rate shall be
increased based on the following formula:




	 	 	 	 	 
	 

	 	CR’ = CR0 ×
	 	AC+ (SP’ × OS’)
	 

	 	 	 	 
	 

	 	 	 	OS0 × SP’







where,




CR0 = the Conversion Rate in effect on the date such tender or exchange offer
expires;




CR’ = the Conversion Rate in effect at the close of business on the 10th Trading
Day from the Trading Day next succeeding the date such tender or exchange offer expires;




AC = the aggregate value of all cash and any other consideration as determined by the Board
of Directors or a committee thereof paid or payable for shares purchased in such tender or
exchange offer;




OS0 = the number of shares of Common Stock outstanding immediately prior to the
date such tender or exchange offer expires;




OS’ = the number of shares of Common Stock outstanding immediately after the date such
tender or exchange offer expires (after giving effect to such tender offer or exchange
offer); and




SP’ = the average of the Last Reported Sale Price of Common Stock over the 10 consecutive
Trading Day period beginning on, and including, the Trading Day next succeeding the date
such tender or exchange offer expires.



     Such adjustment to the Conversion Rate shall become effective immediately at the close of
business on the 10th Trading Day from the Trading Day next succeeding the date such
tender



83









 







or exchange offer expires; provided that in respect of any conversion with 10 Trading Days
immediately following, and including, the expiration date of any tender or exchange offer,
references in this Section 12.04(e) with respect to 10 consecutive Trading Days shall be deemed
replaced with such lesser number of Trading Days as have elapsed between the expiration date
of such tender or exchange offer and the Conversion Rate in determining the applicable Conversion
Rate. If the Company or its subsidiary is obligated to purchase shares of Common Stock pursuant to
any such tender or exchange offer, but the Company or its subsidiary is permanently prevented by
applicable law from effecting all or any such purchases or all or any portion of such purchases are
rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be
in effect if such tender or exchange offer had not been made or had only been made in respect of
the purchases that had been effected.



     If the application of any of the foregoing formulas (other than in respect of a share
combination) would result in a decrease in the Conversion Rate, no adjustment to the Conversion
Rate will be made.



     For purposes of this Section 12.04 the term “record date” shall mean, with respect to any dividend,
distribution or other transaction or event in which the holders of Common Stock have the right to
receive any cash, securities or other property or in which the Common Stock (or other applicable
security) is exchanged for or converted into any combination of cash, securities or other property,
the date fixed for determination of shareholders entitled to receive such cash, securities or other
property (whether such date is fixed by the Board of Directors or by statute, contract or
otherwise).





          (f) In addition to those required by subsections (a), (b), (c), (d) and (e) of this Section 12.04, and
to the extent permitted by applicable law and the rules of the New York Stock Exchange or any
other securities exchange on which the Common Stock is then listed, the Company from time to time
may increase the Conversion Rate by any amount for a period of at least 20 Trading Days if the
Board of Directors determines that such increase would be in the Company’s best interest. If the
Company makes such determination, it will be conclusive and the Company will notify the Holders
of the Notes and the Trustee of the increased Conversion Rate and the period during which it will
be in effect at least 15 calendar days prior to the date the increased Conversion Rate takes
effect, in accordance with applicable law. The Company may also, but is not required to,
increase the Conversion Rate to avoid or diminish any income tax to holders of Common Stock or
rights to purchase Common Stock in connection with a dividend or distribution of shares or rights
to acquire shares or similar event.




84











 





          If the Company has in effect a rights plan upon a conversion of the Notes into Common
Stock and the rights have not separated from the Common Stock, Holders will receive, upon a
conversion of the Notes in respect of which the Company is required to deliver shares of
Common Stock, in addition to such shares of Common Stock, rights under the Company’s rights
plan. If prior to any conversion, the rights have separated from the Common Stock, the
Conversion Rate will be adjusted at the time of separation as if the Company had
distributed to all holders of Common Stock, Capital Stock, evidences of Indebtedness or
other assets or property pursuant to Section 12.02(c) hereof, subject to readjustment upon
the subsequent expiration, termination or redemption of such rights.





          (g) Except as described in this Section 12.04 or in Section 12.01(e), the Company will not
adjust the Conversion Rate. Without limiting the foregoing, no adjustment to the Conversion Rate
need be made:




          (i) upon the issuance of any shares of Common Stock pursuant to any present or future
plan providing for the reinvestment of dividends or interest payable on securities of the
Company and the investment of additional optional amounts in shares of Common Stock under
any plan;




          (ii) upon the issuance of any shares of Common Stock or options or rights to purchase
or acquire those shares of Common Stock pursuant to any present or future employee, director
or consultant benefit plan or program of or assumed by the Company or any of its
Subsidiaries;




          (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant,
right or exercisable, exchangeable or convertible security not described in clause (ii)
above and outstanding as of the date of this Supplemental Indenture;




          (iv) for a change in the par value of the Common Stock; or




          (v) for accrued and unpaid interest.




          (h) All calculations and other determinations under this ARTICLE 12 shall be made by the
Company and shall be made to the nearest cent or to the nearest one-ten thousandth (1/10,000) of
a share, as the case may be. No adjustment shall be made to the Conversion Rate unless such
adjustment would require an increase of at least 1% in the Conversion Rate then in effect at such
time. The Company shall carry forward any adjustments that are less than 1% of the Conversion
Rate and make such carried forward adjustments, regardless of whether the aggregate adjustment is
less than 1%, upon the earliest of (1) any Notes that are converted upon such conversion (with
such adjustments to be made on each day and for each adjustment event occurring during the
applicable Observation Period) and (2) such time as all adjustments that have not been made prior
thereto would have the effect of adjusting the Conversion Rate by at least 1%.




          (i) In any case in which this Section 12.04 provides that an adjustment shall become
effective immediately (1) on the Ex-Date for an event or (2) after the last date on which tenders
or exchanges may be made pursuant to any tender or exchange offer pursuant to



85









 







subsection (e) of this Section 12.04 (each an “Adjustment Determination Date”), the Company
may elect to defer until the occurrence of the applicable Adjustment Event (as hereinafter
defined) (x) issuing to the Holder of any Note converted after such Adjustment Determination Date
and before the occurrence of such Adjustment Event, the additional shares of Common Stock or
other securities issuable upon such conversion by reason of the adjustment required by such
Adjustment Event over and above the amounts deliverable upon such conversion before giving effect
to such adjustment and (y) paying to such Holder any amount in cash in lieu of any fraction
pursuant to Section 12.03. For purposes of this subsection (i), the term “Adjustment Event”
shall mean:




          (i) in any case referred to in clause (1) hereof, the date any dividend or distribution
of Common Stock, shares of Capital Stock, evidences of Indebtedness, other assets or
property or cash is paid or made, the effective date of any share split or combination or
the date of expiration of any rights or warrants, and




          (ii) in any case referred to in clause (2) hereof, the date a sale or exchange of
Common Stock pursuant to such tender or exchange offer is consummated and becomes
irrevocable.




          (j) For purposes of this Section 12.04, the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the Company but shall include shares
issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.




          (k) [Reserved].




          (l) With respect to a conversion of Notes pursuant to this ARTICLE 12, on the date the
shares of Common Stock issuable upon conversion of the Notes are delivered to the converting
Holder pursuant to Section 12.02(a) (the “Delivery Date”), the Person in whose name any
certificate representing any shares of Common Stock issuable upon such conversion is registered
shall be treated as a stockholder of record of the Company on such Delivery Date. On and after
the Delivery Date with respect to a conversion of Notes pursuant hereto, all rights of the
Holders of such Notes shall terminate. A Holder of a Note is not entitled, as such, to any
rights of a holder of Common Stock unless and until such Holder converts such Note and receives
shares of Common Stock in respect of such conversion on the Delivery Date with respect to such
conversion.




          (m) Whenever any provision of this ARTICLE 12 requires a calculation of Last Reported Sale
Prices over a span of multiple days, the Company shall make appropriate adjustments to account
for any adjustment to the Conversion Rate that becomes effective, or any event requiring an
adjustment to the Conversion Rate where the Ex-Date of the event occurs, at any time during the
period from which such calculation is to be calculated; provided that such adjustments shall only
be made to the Conversion Rate relating to days prior to the date that the adjustment to the
Conversion Rate becomes effective.




          (n) Notwithstanding anything else to the contrary contained herein, but subject to the
limitations and exceptions contained in Section 12.04(g), in the event that, at any time or from



86









 







time to time after the Original Issue Date, the Company shall issue Common Stock or
securities convertible, directly or indirectly, into Common Stock at a price, conversion price or
exercise price (as the case may be, assuming that any such security is designed to be converted
into Common Stock) less than the Conversion Price then in effect hereunder, then the Conversion
Rate shall be adjusted such that the Conversion Price is reduced to such lower price, conversion
price or exercise price, as the case may be, set in such issuance of Common Stock or securities
convertible, directly or indirectly, into Common Stock. If an adjustment is to the Conversion
Rate may be made under this Section 12.04(n) and any of paragraphs (a) through (e) of this
Section 12.04, then only the adjustment that results in the largest adjustment to the Conversion
Rate shall be made.



          SECTION 12.05. Notice of Adjustments of Conversion Rate.




          Whenever the Conversion Rate is adjusted as herein provided:





          (a) the Company shall compute the adjusted Conversion Rate in accordance with Section 12.04
and shall prepare a certificate signed by an authorized officer of the Company setting forth the
adjusted Conversion Rate and showing in reasonable detail the facts upon which such adjustment is
based, and such certificate shall promptly be filed with the Trustee and with each Conversion
Agent (if other than the Trustee); and




          (b) upon each such adjustment, a notice stating that the Conversion Rate has been adjusted
and setting forth the adjusted Conversion Rate shall be required, such notice shall be provided
by the Company to all Holders in accordance with Section 1.6 of the Base Indenture.



          Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with
respect to any such certificate or the information and calculations contained therein, except to
exhibit the same to any Holder desiring inspection thereof at its office during normal business
hours or in such other manner of inspection as the Trustee deems reasonably practicable.



          SECTION 12.06. Company to Reserve Common Stock.



          The Company shall at all times reserve and keep available, free from preemptive rights, out of
its authorized but unissued Common Stock, for the purpose of effecting the conversion of Notes, the
full number of shares of Common Stock then issuable upon the conversion of all Outstanding Notes.



          The Company covenants that all shares of Common Stock issued upon conversion of Notes shall be
fully paid and non-assessable by the Company and free from all liens created by the Company.



          SECTION 12.07. Taxes on Conversions.



          Except as provided in the next sentence, the Company shall pay all documentary, stamp or
similar issue or transfer tax due that may be payable in respect of the issue or delivery of shares
of Common Stock on conversion of Notes pursuant hereto. The Company shall not, however, be
required, and the Holder shall instead be required, to pay any tax or duty that may be payable in
respect of (i) income of the Holder, or (ii) any transfer involved in the issue and



87









 







delivery of shares of Common Stock in a name other than that of the Holder of the Note or
Notes to be converted, and no such issue or delivery shall be made unless and until the Person
requesting such issue has paid to the Company the amount of any such tax or duty, or has
established to the satisfaction of the Company that such tax or duty has been paid.



          SECTION 12.08. Certain Covenants.




          (a) Before taking any action which would cause an adjustment reducing the Conversion Rate
below the then par value, if any, of the shares of Common Stock issuable upon conversion of the
Notes, the Company shall take all corporate action, if any, which it reasonably determines may be
necessary in order that the Company may validly and legally issue shares of such Common Stock at
such adjusted Conversion Rate.




          (b) The Company covenants that, if any shares of Common Stock to be provided for the purpose
of conversion of Notes hereunder require registration with or approval of any governmental
authority under any federal or state law before such shares may be validly issued upon conversion,
the Company will use all commercially reasonable efforts, to the extent then permitted by the rules
and interpretations of the Commission or such other applicable governmental authority, to secure
such registration or approval in connection with the conversion of Notes.




          (c) The Company further covenants that if at any time the Common Stock shall be listed on any
national securities exchange or automated quotation system the Company will, if permitted and
required by the rules of such exchange or automated quotation system, list and keep listed, so long
as the Common Stock shall be so listed on such exchange or automated quotation system, all Common
Stock issuable upon conversion of the Notes.



          SECTION 12.09. Cancellation of Converted Notes.




          All Notes delivered for conversion shall be delivered to the Trustee or its agent and canceled
by the Trustee as provided in Section 3.12.




          SECTION 12.10. Provision in Case of Effect of Reclassification, Consolidation, Merger or
Sale.




          If there shall occur (i) any Fundamental Change described in clause (2) of the definition of
Fundamental Change, (ii) any reclassification or change of the outstanding shares of Common Stock
(other than a change in par value, or from par value to no par value, or from no par value to par
value, or as a result of a split, subdivision or combination), (iii) any consolidation, binding
share exchange, recapitalization, reclassification, merger, combination or other similar event, or
(iv) any sale or conveyance of all or substantially all of the property and assets of the Company
to any other Person, in any case as a result of which holders of Common Stock shall be entitled to
receive cash, securities or other property or assets with respect to or in exchange for their
shares of Common Stock (any such event described in clauses (i) through (iv) a “Merger Event”),
then:





          (a) the Company or the successor or purchasing Person, as the case may be, shall execute
with the Trustee (subject to the Trustee’s rights as provided herein) a supplemental



88









 







indenture (which shall comply with the Trust Indenture Act as in force at the date of
execution of such supplemental indenture if such supplemental indenture is then required to so
comply) permitted under Section 8.01(i) providing for the conversion and settlement of the Notes
as set forth in this Supplemental Indenture. Such supplemental indenture shall provide for
adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided
for in this ARTICLE 12 and the Trustee may conclusively rely on the determination by the Company
of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference
Property includes shares of stock or other securities and assets of a company other than the
successor or purchasing company, as the case may be, in such change of control, consolidation,
binding share exchange, recapitalization, reclassification, merger, combination, sale or
conveyance or Fundamental Change described in clause (2) of the definition of Fundamental Change,
then such supplemental indenture shall also be executed by such other company and shall contain
such additional provisions to protect the interests of the Holders of the Notes as the Board of
Directors shall reasonably consider necessary by reason of the foregoing, including to the extent
required by the Board of Directors and practicable the provisions providing for the repurchase
rights set forth in ARTICLE 11.



          In the event a supplemental indenture is executed pursuant to this Section 12.10, the Company
shall promptly file with the Trustee an Officers’ Certificate (and the documents and information
provided for in Section 9.03 of the Base Indenture) briefly stating the reasons therefor, the kind
or amount of cash, securities, property or assets that will constitute the Reference Property after
any such Merger Event, any adjustment to be made with respect thereto and that all conditions
precedent have been complied with, and shall promptly mail notice thereof to all Holders, and the
Trustee shall be protected in relying on such Officers’ Certificate; it being understood that the
Trustee shall have no responsibility to determine the correctness of any provisions contained in
any supplemental indenture executed pursuant to this Section 12.10.



          If any securities to be provided for the purpose of conversion of Notes hereunder require
registration with or approval of any governmental authority under any federal or state law before
such securities may be validly issued upon conversion, each supplemental indenture executed
pursuant to this Section 12.10 shall provide that the Company or the successor or the purchasing
Person, as the case may be, or if the Reference Property includes shares of stock or other
securities and assets of a company other than the successor or purchasing company, as the case may
be, then such company, shall use all commercially reasonable efforts, to the extent then permitted
by the rules and interpretations of the Commission (or any successor thereto), to secure such
registration or approval in connection with the conversion of Notes.



          Notwithstanding the provisions of Section 12.02 and Section 12.03, and subject to the
provisions of Section 12.01, at the effective time of such Merger Event, the right to convert each
$1,000 in principal amount of Notes shall be changed to a right to convert such Notes by reference
to the kind and amount of cash, securities, or other property that a holder of a number of shares
of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned
or been entitled to receive (the “Reference Property”) such that from and after the effective time
of such transaction, a Holder shall be entitled thereafter to convert its Notes into the same type
(and in the same proportion) of Reference Property, subject to the Company’s right to settle
conversions, if applicable, in shares of Common Stock; provided that, upon conversion, Holders will
receive Reference Property as follows: (x) cash and (y) in lieu of



89









 







the shares of Common Stock otherwise deliverable, Reference Property. The amount of
consideration, and, consequently, Reference Property, Holders receive upon conversion will be based
on the Daily Conversion Values of Reference Property and the applicable Conversion Rate, as
described in Section 12.02. For purposes of determining the constitution of Reference Property, the
type and amount of consideration that a holder of Common Stock would have been entitled to in the
case of any Merger Event that causes the Common Stock to be converted into the right to receive
more than a single type of consideration determined, based in part upon any form of stockholder
election, such consideration will be deemed to be (i) if holders of the majority of shares of
Common Stock affirmatively make such an election, the weighted average of the types and amounts of
consideration received by the holders of Common Stock, or (ii) if the holders of a majority of
Common Stock do not affirmatively make such an election, the types and amount of consideration
actually received by such holders. The Company shall not become a party to any such transaction
unless its terms are consistent with the preceding. None of the foregoing provisions shall affect
the right of a Holder to convert its Notes in accordance with the provisions of this ARTICLE 12
prior to the effective date.




          (b) The Company shall cause notice of the execution of such supplemental indenture to be
mailed to each Holder, at his address appearing on the Securities Register provided for in this
Supplemental Indenture, within 20 calendar days after execution thereof. Failure to deliver such
notice shall not affect the legality or validity of such supplemental indenture.




          (c) The above provisions of this Section 12.10 shall similarly apply to successive Merger
Events.



          SECTION 12.11. Company Responsible for Making Calculations.



          Except as otherwise provided herein, the Company will be responsible for making all
calculations required under the Notes and this Supplemental Indenture. The Company will make these
calculations in good faith and absent manifest error, these calculations will be final and binding
on the Holders. The Company will provide a schedule of such calculations to each of the Trustee
and the Conversion Agent, and each of the Trustee and the Conversion Agent is entitled to
conclusively rely upon the accuracy of such calculations without independent verification. The
Trustee will forward the Company’s calculations to any Holder upon the written request of such
Holder.



          SECTION 12.12. Responsibility of Trustee for Conversion Provisions.



          The Trustee and any Conversion Agent shall not at any time be under any duty or responsibility
to any Holder to determine whether any facts exist which may require any adjustment of the
Conversion Rate, or with respect to the nature or extent of any such adjustment when made, or with
respect to the method employed, herein or in any supplemental indenture provided to be employed, in
making the same, or whether a supplemental indenture need be entered into. Neither the Trustee nor
any Conversion Agent shall be accountable with respect to the validity or value (or the kind or
amount) of any Common Stock, or of any other securities or property or cash, which may at any time
be issued or delivered upon the conversion of any Notes; and it or they do not make any
representation with respect thereto. Neither the Trustee nor any Conversion Agent shall be
responsible for any failure of the Company to make or



90









 







calculate any cash payment or to issue, transfer or deliver any shares of Common Stock or
share certificates or other securities or property or cash upon the surrender of any Note for the
purpose of conversion; and the Trustee and any Conversion Agent shall not be responsible for any
failure of the Company to comply with any of the covenants of the Company contained in this ARTICLE
12.



 






          This instrument may be executed in any number of counterparts, each of which so executed shall
be deemed to be an original, but all such counterparts shall together constitute but one and the
same instrument.




91









 





          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed all as of the day and year first above written.




	 	 	 	 	 
	 	LAS VEGAS SANDS CORP.

 	 
	 	By:  	/s/ William P. Weidner
 	 
	 	 	Name:  	William P. Weidner 	 
	 	 	Title:  	President, Chief Operating
Officer and Secretary 	 
	 



[Signature Page to Supplemental Indenture]




 









 








	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By:  	/s/ Richard Prokosch
 	 
	 	 	Name:  	Richard Prokosch 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Supplemental Indenture]




 









 








SCHEDULE A




          The following table sets forth the hypothetical “Stock Price,” “Make-Whole Reference Date” and
the adjustments to the Conversion Rate, expressed as a number of Additional Shares by which the
Conversion Rate shall be increased in the event of a Fundamental Change (other than events
described in clauses (3) of the definition of a Fundamental Change), in accordance with the
Supplemental Indenture:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Make-Whole Reference Date
	 	 	 	 	September	 	October	 	October	 	October	 	October	 	October
	Stock Price	 	30, 2008	 	1, 2009	 	1, 2010	 	1, 2011	 	1, 2012	 	1, 2013
	$	33.10	 	 	 	10.0705	 	 	 	10.0705	 	 	 	10.0705	 	 	 	10.0705	 	 	 	10.0705	 	 	 	10.0705	 
	$	34.00	 	 	 	9.6662	 	 	 	9.2708	 	 	 	9.2708	 	 	 	9.2708	 	 	 	9.2708	 	 	 	9.2708	 
	$	35.00	 	 	 	9.2600	 	 	 	8.7659	 	 	 	8.4304	 	 	 	8.4304	 	 	 	8.4304	 	 	 	8.4304	 
	$	36.00	 	 	 	8.8822	 	 	 	8.3739	 	 	 	7.8525	 	 	 	7.6368	 	 	 	7.6368	 	 	 	7.6368	 
	$	37.00	 	 	 	8.5303	 	 	 	8.0100	 	 	 	7.4655	 	 	 	6.9683	 	 	 	6.8860	 	 	 	6.8860	 
	$	38.00	 	 	 	8.2019	 	 	 	7.6716	 	 	 	7.1072	 	 	 	6.5682	 	 	 	6.1748	 	 	 	6.1748	 
	$	40.00	 	 	 	7.6075	 	 	 	7.0624	 	 	 	6.4666	 	 	 	5.8588	 	 	 	5.1808	 	 	 	4.8590	 
	$	42.00	 	 	 	7.0849	 	 	 	6.5308	 	 	 	5.9131	 	 	 	5.2533	 	 	 	4.4603	 	 	 	3.6685	 
	$	45.00	 	 	 	6.4115	 	 	 	5.8522	 	 	 	5.2154	 	 	 	4.5033	 	 	 	3.5905	 	 	 	2.0812	 
	$	50.00	 	 	 	5.5155	 	 	 	4.9628	 	 	 	4.3200	 	 	 	3.5704	 	 	 	2.5656	 	 	 	0.0000	 
	$	55.00	 	 	 	4.8248	 	 	 	4.2899	 	 	 	3.6611	 	 	 	2.9134	 	 	 	1.9048	 	 	 	0.0000	 
	$	60.00	 	 	 	4.2790	 	 	 	3.7677	 	 	 	3.1636	 	 	 	2.4399	 	 	 	1.4754	 	 	 	0.0000	 
	$	65.00	 	 	 	3.8388	 	 	 	3.3534	 	 	 	2.7792	 	 	 	2.0907	 	 	 	1.1921	 	 	 	0.0000	 
	$	70.00	 	 	 	3.4771	 	 	 	3.0183	 	 	 	2.4757	 	 	 	1.8271	 	 	 	1.0007	 	 	 	0.0000	 
	$	80.00	 	 	 	2.9198	 	 	 	2.5118	 	 	 	2.0312	 	 	 	1.4628	 	 	 	0.7710	 	 	 	0.0000	 
	$	90.00	 	 	 	2.5116	 	 	 	2.1487	 	 	 	1.7237	 	 	 	1.2267	 	 	 	0.6422	 	 	 	0.0000	 
	$	100.00	 	 	 	2.1999	 	 	 	1.8761	 	 	 	1.4987	 	 	 	1.0616	 	 	 	0.5586	 	 	 	0.0000	 
	$	125.00	 	 	 	1.6692	 	 	 	1.4199	 	 	 	1.1315	 	 	 	0.8020	 	 	 	0.4293	 	 	 	0.0000	 
	$	150.00	 	 	 	1.3337	 	 	 	1.1354	 	 	 	0.9065	 	 	 	0.6455	 	 	 	0.3488	 	 	 	0.0000	 
	$	175.00	 	 	 	1.1012	 	 	 	0.9392	 	 	 	0.7519	 	 	 	0.5375	 	 	 	0.2919	 	 	 	0.0000	 
	$	200.00	 	 	 	0.9301	 	 	 	0.7949	 	 	 	0.6380	 	 	 	0.4576	 	 	 	0.2494	 	 	 	0.0000	 
	$	250.00	 	 	 	0.6942	 	 	 	0.5957	 	 	 	0.4804	 	 	 	0.3465	 	 	 	0.1898	 	 	 	0.0000	 
	$	300.00	 	 	 	0.5392	 	 	 	0.4644	 	 	 	0.3761	 	 	 	0.2725	 	 	 	0.1501	 	 	 	0.0000	 
	$	350.00	 	 	 	0.4298	 	 	 	0.3714	 	 	 	0.3019	 	 	 	0.2197	 	 	 	0.1218	 	 	 	0.0000	 
	$	400.00	 	 	 	0.3487	 	 	 	0.3021	 	 	 	0.2464	 	 	 	0.1802	 	 	 	0.1005	 	 	 	0.0000	 






[Schedule A]