Exhibit 4.1




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TABLE OF CONTENTS
 PageARTICLE I Definitions and Other Provisions of General Application
    
    
    1Section 1.01
    
    Definitions
    
    
    1Section 1.02
    
    Compliance Certificates and Opinions
    
    
    10Section 1.03
    
    Form of Documents Delivered to Trustee
    
    
    11Section 1.04
    
    Acts of Securityholders
    
    
    12Section 1.05
    
    Notices, etc., to Trustee and Company
    
    
    13Section 1.06
    
    Notices to Securityholders; Waiver
    
    
    14Section 1.07
    
    Conflict with Trust Indenture Act
    
    
    14Section 1.08
    
    Effect of Headings and Table of Contents
    
    
    14Section 1.09
    
    Successors and Assigns
    
    
    14Section 1.10
    
    Separability Clause
    
    
    14Section 1.11
    
    Benefits of Indenture
    
    
    15Section 1.12
    
    Governing Law
    
    
    15Section 1.13
    
    Counterparts
    
    
    15Section 1.14
    
    Judgment Currency
    
    
    15ARTICLE II Security Forms
    
    
    15Section 2.01
    
    Forms Generally
    
    
    15Section 2.02
    
    Forms of Securities
    
    
    16Section 2.03
    
    Form of Trustees Certificate of Authentication
    
    
    16Section 2.04
    
    Securities Issuable in the Form of a Global Security
    
    
    16ARTICLE III The Securities
    
    
    18Section 3.01
    
    General Title; General Limitations; Issuable in
Series; Terms of Particular Series
    
    
    18Section 3.02
    
    Denominations
    
    
    21Section 3.03
    
    Execution, Authentication and Delivery and
Dating
    
    
    21Section 3.04
    
    Temporary Securities
    
    
    23Section 3.05
    
    Registration, Transfer and Exchange
    
    
    23Section 3.06
    
    Mutilated, Destroyed, Lost and Stolen Securities
    
    
    25Section 3.07
    
    Payment of Interest; Interest Rights Preserved
    
    
    25Section 3.08
    
    Persons Deemed Owners
    
    
    27Section 3.09
    
    Cancellation
    
    
    27Section 3.10
    
    Computation of Interest
    
    
    27Section 3.11
    
    Delayed Issuance of Securities
    
    
    27ARTICLE IV Satisfaction and Discharge; Defeasance
    
    
    28Section 4.01
    
    Satisfaction and Discharge of Indenture
    
    
    28Section 4.02
    
    Application of Trust Money
    
    
    29Section 4.03
    
    Defeasance Upon Deposit of Funds or Government
Obligations
    
    
    30
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PageSection 4.04
    
    Reinstatement
    
    
    32ARTICLE V Remedies
    
    
    32Section 5.01
    
    Events of Default
    
    
    32Section 5.02
    
    Acceleration of Maturity; Rescission and Annulment
    
    
    34Section 5.03
    
    Collection of Indebtedness and Suits for Enforcement by Trustee
    
    
    35Section 5.04
    
    Trustee May File Proofs of Claim
    
    
    36Section 5.05
    
    Trustee May Enforce Claims Without Possession of Securities
    
    
    37Section 5.06
    
    Application of Money Collected
    
    
    37Section 5.07
    
    Limitation on Suits
    
    
    37Section 5.08
    
    Unconditional Right of Securityholders to Receive Principal,
Premium and Interest
    
    
    38Section 5.09
    
    Restoration of Rights and Remedies
    
    
    38Section 5.10
    
    Rights and Remedies Cumulative
    
    
    38Section 5.11
    
    Delay or Omission Not Waiver
    
    
    39Section 5.12
    
    Control by Securityholders
    
    
    39Section 5.13
    
    Waiver of Past Defaults
    
    
    39Section 5.14
    
    Undertaking for Costs
    
    
    39Section 5.15
    
    Waiver of Stay or Extension Laws
    
    
    40ARTICLE VI The Trustee
    
    
    40Section 6.01
    
    Certain Duties and Responsibilities
    
    
    40Section 6.02
    
    Notice of Defaults
    
    
    41Section 6.03
    
    Certain Rights of Trustee
    
    
    42Section 6.04
    
    Not Responsible for Recitals or Issuance of Securities
    
    
    43Section 6.05
    
    May Hold Securities
    
    
    43Section 6.06
    
    Money Held in Trust
    
    
    43Section 6.07
    
    Compensation and Reimbursement
    
    
    44Section 6.08
    
    Disqualification; Conflicting Interests
    
    
    44Section 6.09
    
    Corporate Trustee Required; Eligibility
    
    
    45Section 6.10
    
    Resignation and Removal
    
    
    45Section 6.11
    
    Acceptance of Appointment by Successor
    
    
    47Section 6.12
    
    Merger, Conversion, Consolidation or Succession to Business
    
    
    48Section 6.13
    
    Preferential Collection of Claims Against Company
    
    
    48Section 6.14
    
    Appointment of Authenticating Agent
    
    
    48ARTICLE VII Securityholders Lists and Reports by Trustee and Company
    
    
    50Section 7.01
    
    Company to Furnish Trustee Names and Addresses of Securityholders
    
    
    50Section 7.02
    
    Preservation of Information; Communications to Securityholders
    
    
    50Section 7.03
    
    Reports by Trustee
    
    
    51Section 7.04
    
    Reports by Company
    
    
    52
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PageARTICLE VIII Consolidation, Merger, Conveyance or Transfer
    
    
    52Section 8.01
    
    Consolidation, Merger, Conveyance or Transfer on Certain Terms
    
    
    52Section 8.02
    
    Successor Person Substituted
    
    
    53ARTICLE IX Supplemental Indentures
    
    
    53Section 9.01
    
    Supplemental Indentures Without Consent of Securityholders
    
    
    53Section 9.02
    
    Supplemental Indentures with Consent of Securityholders
    
    
    55Section 9.03
    
    Execution of Supplemental Indentures
    
    
    56Section 9.04
    
    Effect of Supplemental Indentures
    
    
    56Section 9.05
    
    Conformity with Trust Indenture Act
    
    
    57Section 9.06
    
    Reference in Securities to Supplemental Indentures
    
    
    57ARTICLE X Covenants
    
    
    57Section 10.01
    
    Payment of Principal, Premium and Interest
    
    
    57Section 10.02
    
    Maintenance of Office or Agency
    
    
    57Section 10.03
    
    Money for Security Payments to Be Held in Trust
    
    
    58Section 10.04
    
    Statement as to Compliance
    
    
    59Section 10.05
    
    Legal Existence
    
    
    59Section 10.06
    
    Waiver of Certain Covenants
    
    
    59ARTICLE XI Redemption of Securities
    
    
    60Section 11.01
    
    Applicability of Article
    
    
    60Section 11.02
    
    Election to Redeem; Notice to Trustee
    
    
    60Section 11.03
    
    Selection by Trustee of Securities to Be Redeemed
    
    
    60Section 11.04
    
    Notice of Redemption
    
    
    61Section 11.05
    
    Deposit of Redemption Price
    
    
    62Section 11.06
    
    Securities Payable on Redemption Date
    
    
    63Section 11.07
    
    Securities Redeemed in Part
    
    
    63Section 11.08
    
    Provisions with Respect to Any Sinking Funds
    
    
    63Section 11.09
    
    Rescission of Redemption
    
    
    64Section 11.10
    
    Mandatory Disposition of Securities Pursuant to Gaming Laws
    
    
    65ARTICLE XII Conversion
    
    
    66Section 12.01
    
    Conversion Privilege
    
    
    66Section 12.02
    
    Conversion Procedure; Rescission of Conversion; Conversion Price;
Fractional Shares
    
    
    66Section 12.03
    
    Adjustment of Conversion Price for Common Stock or Marketable Securities
    
    
    69Section 12.04
    
    Consolidation or Merger of the Company
    
    
    72Section 12.05
    
    Notice of Adjustment
    
    
    73Section 12.06
    
    Notice in Certain Events
    
    
    73Section 12.07
    
    Company to Reserve Stock or other Marketable Securities; Registration;
Listing
    
    
    74
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PageSection 12.08
    
    Taxes on Conversion
    
    
    74Section 12.09
    
    Conversion After Record Date
    
    
    75Section 12.10
    
    Corporate Action Regarding Par Value of Common Stock
    
    
    75Section 12.11
    
    Company Determination Final
    
    
    75Section 12.12
    
    Trustees Disclaimer
    
    
    75ARTICLE XIII Guarantees
    
    
    75Section 13.01
    
    Guarantees. (a) Any series of Securities may be guaranteed by one or
more of the Subsidiaries of the Company or other Persons. The terms and the form
of any such Guarantee will be established in the manner contemplated by Section
3.01 for the particular series of Securities. Each Guarantor, as primary obligor
and not merely as surety, will fully, irrevocably and unconditionally guarantee,
to each Holder of Securities (including each Holder of Securities issued under
the Indenture after the date of this Indenture) and to the Trustee and its
successors and assigns (i) the full and punctual payment of principal of and
interest on the Securities when due, whether at maturity, by acceleration, by
redemption or otherwise, and all other monetary obligations of the Company under
this Indenture (including obligations to the Trustee) and the Securities and (ii)
the full and punctual performance within applicable grace periods of all other
obligations of the Company under this Indenture and the Securities.
    
    
    75
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Reflected in Indenture
 Trust Indenture Act Section
    
    Indenture Section§ 310
    
    (a)(1)
    
    6.09(a)(2)
    
    6.09(a)(3)
    
    Not Applicable(a)(4)
    
    Not Applicable(a)(5)
    
    6.09(b)
    
    6.08§ 311
    
    (a)
    
    6.13(a)(b)
    
    6.13(b)(b)(2)
    
    7.03(a)7.03(b)§ 312
    
    (a)
    
    7.017.02(a)(b)
    
    7.03(b)(c)
    
    7.02(c)§ 313
    
    (a)
    
    7.03(a)(b)
    
    7.03(b)(c)
    
    7.03(a)7.03(b)(d)
    
    7.03(c)§ 314
    
    (a)(1)
    
    7.04(a)(2)
    
    7.04(a)(3)
    
    7.04(a)(4)
    
    10.04(b)
    
    Not Applicable(c)(1)
    
    1.02(c)(2)
    
    1.02(c)(3)
    
    Not Applicable(d)
    
    Not Applicable(e)
    
    1.02§ 315
    
    (a)
    
    6.01(a)6.01(c)(b)
    
    6.027.03(a)(c)
    
    6.01(b)
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Trust Indenture Act Section
    
    Indenture Section(d)
    
    6.01(d)(1)
    
    6.01(a)(d)(2)
    
    6.01(c)(2)(d)(3)
    
    6.01(c)(3)(e)
    
    5.14§ 316
    
    (a)
    
    1.01(a)(1)(A)
    
    5.025.12(a)(1)(B)
    
    5.13(a)(2)
    
    Not Applicable(b)
    
    5.08(c)
    
    1.04(d)§ 317
    
    (a)(1)
    
    5.03(a)(2)
    
    5.04(b)
    
    10.03§ 318
    
    (a)
    
    1.07
 
   ii




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Company Trustee
 Recitals of the Company
    Agreements of the Parties
   Definitions and Other Provisions  of General Application
 Definitions




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Act
 Affiliate
 Authenticating Agent
 Board of Directors
 Board Resolution
 Business Day
 Closing Price
 2




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Commission
 Common Stock
 Company
 Company Request Company Order Company Consent
 Conversion Agent
 Conversion Price
 3




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Converting Holder
 Corporate Trust Office
 Current Market Price
 Defaulted Interest
 Depository
 Discharged
 Event of Default
 Federal Bankruptcy Act
 GAAP
 Gaming Authority
 4




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Gaming Laws
 Gaming Licenses
 Global Security
 Guarantee
 Guarantor
 Holder
 Indenture this Indenture
 Interest
 5




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Interest Payment Date
 Marketable Security
 Maturity
 NASDAQ
 NYSE
 Officers Certificate
 Opinion of Counsel
 Original Issue Discount Security
 Outstanding
  6




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Paying Agent
 Person
 Place of Payment
 7




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Predecessor Securities
 Redemption Date
 Redemption Price
 Redemption Rescission Event
 Regular Record Date
 Repayment Date
 Repayment Price
 8




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Required Currency
 Responsible Officer
 S&P
 Security Securities
 Security Register
 Security Registrar
 Securityholder
 Significant Subsidiary
 Special Record Date
 Stated Maturity
 Subsidiary
 9




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Trading Day
 Trust Indenture Act TIA
 Trustee
 Vice President
 Voting Stock
 Yield to Maturity
 Compliance Certificates and Opinions
 10




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Form of Documents Delivered to Trustee
  11




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Acts of Securityholders
  12




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Notices, etc., to Trustee and Company
   13




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Notices to Securityholders; Waiver
  Conflict with Trust Indenture Act incorporated provision
 Effect of Headings and Table of Contents
 Successors and Assigns
 Separability Clause
 14




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Benefits of Indenture
 Governing Law
 Counterparts
 Judgment Currency Required Currency Judgment Currency New York
Banking Day
  Security Forms
 Forms Generally
 15




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Forms of Securities
 Form of Trustees Certificate of Authentication
   U.S. BANK NATIONAL ASSOCIATIONbyAuthorized SignatoryDated Securities Issuable in the Form of a Global Security
 16




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17




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The Securities
 General Title; General Limitations; Issuable in Series; Terms of Particular
Series
   18




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19




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20




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Denominations
 Execution, Authentication and Delivery and Dating
  21




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22




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Temporary Securities
  Registration, Transfer and Exchange
 23




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Security Register
       24




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Mutilated, Destroyed, Lost and Stolen Securities
     Payment of Interest; Interest Rights Preserved
 25




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Defaulted Interest
 Special Record Date
   26




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Persons Deemed Owners
  Cancellation
 Computation of Interest
 Delayed Issuance of Securities
 27




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Satisfaction and Discharge; Defeasance
 Satisfaction and Discharge of Indenture
     28




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Application of Trust Money
  29




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Defeasance Upon Deposit of Funds or Government Obligations
   30




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Discharged
 31




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Discharge
 Reinstatement
  Remedies
 Events of Default Event of Default
    32




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Notice of Default
 Federal Bankruptcy Act
   33




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Acceleration of Maturity; Rescission and Annulment
    34




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Collection of Indebtedness and Suits for Enforcement by Trustee
     35




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Trustee May File Proofs of Claim
    36




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Trustee May Enforce Claims Without Possession of Securities
 Application of Money Collected
    Limitation on Suits
  37




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1 3
     Unconditional Right of Securityholders to Receive Principal, Premium and
Interest
 Restoration of Rights and Remedies
 Rights and Remedies Cumulative
 38




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Delay or Omission Not Waiver
 Control by Securityholders
   Waiver of Past Defaults
    Undertaking for Costs
 39




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Waiver of Stay or Extension Laws
  The Trustee
 Certain Duties and Responsibilities
   40




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Notice of Defaults
 41




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Certain Rights of Trustee
       42




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Not Responsible for Recitals or Issuance of Securities
 May Hold Securities
 Money Held in Trust
 43




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Compensation and Reimbursement
       Disqualification; Conflicting Interests
 44




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Corporate Trustee Required; Eligibility
    Resignation and Removal
   45




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46




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Acceptance of Appointment by Successor
   47




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Merger, Conversion, Consolidation or Succession to Business
 Preferential Collection of Claims Against Company
 Appointment of Authenticating Agent
  48




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49




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Securityholders Lists and Reports by  Trustee and Company
 Company to Furnish Trustee Names and Addresses of Securityholders
    Preservation of Information; Communications to Securityholders
 applicants
   50




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Reports by Trustee
  51




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Reports by Company
  Consolidation, Merger, Conveyance or Transfer
 Consolidation, Merger, Conveyance or Transfer on Certain Terms
   52




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Successor Person Substituted
  Supplemental Indentures
 Supplemental Indentures Without Consent of Securityholders
   53




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54




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Supplemental Indentures with Consent of Securityholders
   55




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Execution of Supplemental Indentures
 Effect of Supplemental Indentures
 56




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Conformity with Trust Indenture Act
 Reference in Securities to Supplemental Indentures
  Covenants
 Payment of Principal, Premium and Interest
 Maintenance of Office or Agency
  57




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Money for Security Payments to Be Held in Trust
       58




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Statement as to Compliance
    Legal Existence
 Waiver of Certain Covenants
 59




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Redemption of Securities
 Applicability of Article
 Election to Redeem; Notice to Trustee
  Selection by Trustee of Securities to Be Redeemed Tranche
 60




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Notice of Redemption
 61




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Deposit of Redemption Price
 62




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Securities Payable on Redemption Date
  Securities Redeemed in Part
 Provisions with Respect to Any Sinking Funds
 63




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Rescission of Redemption
 64




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Rescission Date
 Mandatory Disposition of Securities Pursuant to Gaming Laws
 65




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Conversion
 Conversion Privilege
 Conversion Procedure; Rescission of Conversion; Conversion Price; Fractional
Shares
 66




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67




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Converting
Holder Surrendered Securities
 68




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Adjustment of Conversion Price for Common Stock or Marketable Securities
   69




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70




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71




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Consolidation or Merger of the Company
 72




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Notice of Adjustment
   Notice in Certain Events
     73




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Company to Reserve Stock or other Marketable Securities; Registration;
Listing
  Taxes on Conversion
 74




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Conversion After Record Date
 Corporate Action Regarding Par Value of Common Stock
 Company Determination Final
 Trustees Disclaimer
  Guarantees
 Guarantees.
 75




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76




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LAS VEGAS SANDS CORP.By:
    /s/ William P. WeidnerName:
    William P. WeidnerTitle:
    President, Chief Operating
Officer and SecretaryU.S. BANK NATIONAL ASSOCIATION,
as TrusteeBy:
    /s/ Richard ProkoschName:
    Richard ProkoschTitle:
    Vice President