Exhibit 4.6
UNSECURED INDEMNITY AGREEMENT
THIS UNSECURED INDEMNITY AGREEMENT (the "INDEMNITY") is entered into as
of the 4th day of June, 2002, by LAS VEGAS SANDS, INC., a Nevada corporation
("LVSI"), and VENETIAN CASINO RESORT, LLC, a Nevada limited liability company
("VCR" and jointly and severally with LVSI, the "COMPANY"), to and for the
benefit of U.S. Bank National Association (the "MORTGAGE NOTES INDENTURE
TRUSTEE"), and, to the extent not otherwise referenced, the Indemnified
Parties (as hereinafter defined).
W I T N E S S E T H:
A. Pursuant to that certain Indenture, dated as of even date herewith,
by and between the Company, certain subsidiaries of the Company and the
Mortgage Notes Indenture Trustee (the "INDENTURE"). VCR and LVSI have issued
those certain 11.00% Mortgage Note(s) due 2010 (the "MORTGAGE NOTES").
Capitalized terms used herein, but not otherwise defined herein, shall have
the meaning assigned to such terms in the Indenture.
B. The Mortgage Notes arc secured by, among other things, the Deed of
Trust (as hereinafter defined), which Deed of Trust encumbers the real
property described therein (the "REAL PROPERTY"), and the improvements now or
hereafter constructed thereon (which improvements, together with the Real
Property, shall hereinafter be referred to as the "PROPERTY"). The Indenture,
the Deed of Trust and all other documents executed in connection with the
Mortgage Notes arc collectively referred to as the "INDENTURE DOCUMENTS."
C. It is a condition of the Mortgage Notes Indenture Trustee's entering
into the Indenture Documents and the purchasing of the Mortgage Notes by the
Mortgage Note Holders (as hereinafter defined) that this Indemnity be
executed and delivered by the Company, and the Mortgage Notes Indenture
Trustee is entering into the Indenture Documents and the Mortgage Note
Holders are purchasing the Mortgage Notes in reliance on this Indemnity.
D. The obligations of the Company hereunder are unsecured obligations of
the Company.
NOW, THEREFORE, in consideration of the foregoing and other valuable
consideration, the receipt and sufficiency of which arc hereby acknowledged,
the Company covenants and agrees to and for the benefit of the Mortgage Notes
Indenture Trustee and the Mortgage Note Holders as follows:
1. DEFINITIONS.
(a) "CLAIMS" means any and all actual out-of-pocket costs incurred
by an Indemnified Party (as defined below) (including, without limitation,
reasonable attorneys' fees and expenses, which fees and expenses shall
include, without limitation, fees and expenses
of both outside and staff counsel), expenses, losses, damages, liabilities,
fines, penalties, charges, injury to person, property, or natural resources,
administrative and judicial proceedings and orders, injunctive relief,
judgments, remedial action requirements and enforcement actions of any kind,
arising directly or indirectly, in whole or in part, out of or attributable
to (i) any breach or default by the Company in the performance of any of its
obligations under paragraphs 3(a)-(d) hereof; or (ii) any Release (as defined
below) or threatened Release, whether foreseeable or unforeseeable, arising
prior to any release, reconveyance or foreclosure of the Deed of Trust (or
following any such release, conveyance or foreclosure to the extent
attributable to pre-existing conditions), or conveyance in lieu of
foreclosure; and in each instance, regardless of when such Release,
inaccuracy or breach is discovered and regardless of whether or not caused by
or in the control of the Company, any employees, agents, contractors or
subcontractors of the Company or any third persons. Without limiting the
generality of the foregoing and for purposes of clarification only, Claims
also include:
(i) actual out-of-pocket costs reasonably incurred by an
Indemnified Party in connection with (x) determining whether the Property is
in compliance with all applicable Hazardous Substances Laws (as hereinafter
defined), (y) taking any necessary precautions to protect against any Release
or threatened Release, or (z) any removal, remediation of any kind and
disposal of any Hazardous Substances (as hereinafter defined), and
(ii) any repair of any damage to the Property or any other property
caused by any such precautions, removal, remediation or disposal.
The rights of the Indemnified Parties hereunder shall not be limited by
any investigation or the scope of any investigation undertaken by or on
behalf of the Mortgage Notes Indenture Trustee in connection with the
Property prior to the date hereof. Notwithstanding the foregoing, Claims
shall exclude any Release caused by or resulting from the negligence or
misconduct of any of the indemnified Parties.
(b) "DEED OF TRUST" means, collectively, (1) that certain Deed of Trust,
Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement
and Fixture Filing dated as of even date herewith, made by LVSI and VCR, as
trustor, to First American Title Insurance Company, as trustee, for the
benefit of the Mortgage Notes Indenture Trustee, as beneficiary, and (2) if
and when entered into, that certain Deed of Trust, Assignment of Rents and
Leases, Security Agreement and Fixture Filing to be entered into by VCR, as
trustor, to First American Title Insurance Company, as trustee, for the
benefit of the Mortgage Notes Indenture Trustee, as beneficiary, which deed
of trust shall be entered into promptly after such time as (A) a separate
legal parcel has been created for the property leased by Lido Casino Resort,
LLC, a Nevada limited liability company ("LIDO CASINO RESORT"), to VCR
pursuant to that certain Phase 1A Lease, dated as of even date herewith (the
"PHASE 1A LEASE"), by and between Lido Casino Resort, as lessor, and VCR, as
lessee, and (B) such property has been conveyed by Lido Casino Resort to VCR,
all in accordance with the terms of the Phase 1A Lease.
(c) "HAZARDOUS SUBSTANCES" means and includes any flammable explosives,
radioactive materials or hazardous, toxic or dangerous wastes, substances or
related materials or any other chemicals, materials or substances, exposure
to which is prohibited,
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limited or regulated by any federal, state, county, regional or local
authority or which, even if not so regulated, may or could pose a hazard to
the health and safety of the occupants of the Property or of property
adjacent to the Property, including, but not limited to, asbestos, PCBs,
petroleum products and by-products (including, but not limited to, crude oil
or any fraction thereof, natural gas, natural gas liquids, liquefied natural
gas, or synthetic gas usable for fuel, or any mixture thereof), substances
defined or listed as "hazardous substances," "hazardous materials,"
"hazardous wastes" or "toxic substances" or similarly identified in, pursuant
to, or for purposes of, any of the Hazardous Substances Laws, including,
without limitation, the Comprehensive Environmental Response, Compensation,
and Liability Act, as now or hereafter amended (42 U.S.C. Section 9601, ET
SEQ); the Hazardous Materials Transportation Act, as now or hereafter amended
(49 U.S.C. Section 1801, ET SEQ); the Resource Conservation and Recovery Act,
as now or hereafter amended (42 U.S.C. Section 6901, ET SEQ); any so-called
"Superfund" or "Superlien" law; or any other federal, state or local statute,
law, ordinance, code, rule, regulation, order or decree regulating, relating
to or imposing liability or standards of conduct concerning any hazardous,
toxic or dangerous waste, substance or material; or any substances or mixture
regulated under the Toxic Substance Control Act of 1976, as now or hereafter
amended (15 U.S.C. Section 2601 ET SEQ); and any "pollutant" under the Clean
Water Act, as now or hereafter amended (33 U.S.C. Section 1251 ET SEQ); and
any hazardous air pollutant under the Clean Air Act (42 U.S.C. Section 7901
ET SEQ); in each case as now or hereafter amended.
(d) "HAZARDOUS SUBSTANCES LAWS" means all federal, state and local
environmental, health or safety laws, ordinances, regulations, rules of
common law or policies regulating Hazardous Substances, including, without
limitation, those governing the generation, use, refinement, handling,
treatment, removal, storage, production, manufacture, transportation or
disposal of Hazardous Substances, as such laws, ordinances, regulations,
rules and policies may be in effect from time to time and be applicable to
the Property.
(e) "INDEMNIFIED PARTIES" means the Mortgage Notes Indenture Trustee in
its individual capacity and as trustee acting for and on behalf of the
Mortgage Note Holders, and the directors, officers, shareholders, agents,
employees, participants, successors and assigns of the Mortgage Notes
Indenture Trustee, and shall also include any purchasers of all or any
portion of the Property at any foreclosure sale and the initial purchaser
following the consummation of any deed in lieu of foreclosure, but not
including any other purchasers of the Property.
(f) "MORTGAGE NOTE HOLDERS" means the holder(s) of the Mortgage Notes.
(g) "PROCEEDINGS" means the institution of, or threat of, any action,
suit, proceeding (whether administrative, judicial or otherwise),
governmental investigation or arbitration against or affecting the Company or
any of its Restricted Subsidiaries (as defined in the Indenture) or any
property of the Company or any of its Restricted Subsidiaries.
(h) "RELEASE" means any presence, use, generating, storing, spilling,
leaking, pumping, pouring, emitting, emptying, discharging, injecting,
escaping, leaching, dumping or disposing of Hazardous Substances into the
environment, or about, on, from, under,
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within or affecting the Property, or transported to or from the Property,
including continuing migration of Hazardous Substances into or through soil,
surface water or groundwater.
2. ENVIRONMENTAL INDEMNIFICATION BY THE COMPANY.
(a) The Company hereby agrees to defend (with counsel reasonably
approved by the Mortgage Notes Indenture Trustee), indemnify and hold the
Indemnified Parties harmless from and against, and shall reimburse the
Indemnified Parties for, any and all Claims.
(b) The Mortgage Notes Indenture Trustee shall have the right to employ
independent counsel reasonably satisfactory to the Company to represent it in
any action or proceeding to which this Indemnity is applicable if find to the
extent that the Mortgage Notes Indenture Trustee determines in good faith
that its rights and interests may be compromised or not fully and adequately
represented by legal counsel acting for the Company, whether on account of
any potential defenses that the Company may have to its obligations under
this Indemnity or otherwise, and in such event the reasonable fees and
expenses of the Mortgage Notes Indenture Trustee's independent counsel shall
be paid by the Company.
(c) Subject to the last sentence of Section l(a) above, the Company's
obligations hereunder shall not be diminished or affected in any respect as a
result of any notice or disclosure, if any, to, or other knowledge, if any,
by, any Indemnified Party of any Release or threatened Release, or as a
result of any other matter related to the Company's obligations hereunder,
nor shall any Indemnified Party be deemed to have permitted or acquiesced in
any Release or any breach of the Company's other obligations hereunder,
solely because any Indemnified Party had notice, disclosure or knowledge
thereof, whether at the time this Indemnity is delivered or at any time
thereafter.
(d) This Indemnity shall not be limited by any representation, warranty
or indemnity of the Company made herein or in connection with any
indebtedness secured by the Deed of Trust, irrespective of whether the
Company has knowledge as of the date of the Deed of Trust, or during the term
of the Deed of Trust, of the matters to which such representation, warranty
or indemnity relates.
3 ENVIRONMENTAL COVENANTS
(a) The Company shall not, and shall use commercially reasonable efforts
to not permit any tenants or other occupants of the Property to, at any time
in the future, cause or permit a Release, except in compliance with
applicable Hazardous Substances Laws.
(b) The Company shall give prompt written notice to the Mortgage Notes
Indenture Trustee of any pending Claims, or of any Proceedings.
(c) The Company shall give prompt written notice to the Mortgage Notes
Indenture Trustee of the Company's discovery of any occurrence or condition
on any real property adjoining or in the vicinity of the Property that could
cause the Property or any part thereof to be subject to any restrictions on
the ownership, occupancy, transferability or use of the
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Property under any Hazardous Substances Laws including, without limitation,
the Company's discovery of any occurrence or condition on the Property or on
any real property adjoining or in the vicinity of the Property that could
cause the Property or any part thereof to be classified as a hazardous waste
property or border-zone property, or to be otherwise subject to any
restrictions on the ownership, occupancy, transferability or use of the
Property under any Hazardous Substances Laws.
(d) In the event that any investigation, site monitoring, containment,
cleanup, removal, restoration, precautionary actions or other remedial work
of any kind or nature (hereinafter, "REMEDIAL WORK") is required under any
applicable Hazardous Substances Law as a result of, or in connection with,
any Release, suspected Release, or threatened Release, the Company shall
within thirty (30) days after receipt of information that such Remedial Work
is or may be required (or such shorter period of time as may be required
under applicable law, regulation, order or agreement), commence the
performance of, or cause to be commenced, and thereafter diligently prosecute
to completion, the performance of all such Remedial Work in compliance with
all applicable Hazardous Substances Laws. All Remedial Work shall be
performed by one or more contractors, approved in advance in writing by the
Mortgage Notes Indenture Trustee, and under the supervision of a consulting
engineer approved in advance in writing by the Mortgage Notes Indenture
Trustee, which consent shall not be unreasonably withheld. All costs and
expenses of such Remedial Work shall be paid by the Company, including,
without limitation, the charges of such contractor(s) and/or the consulting
engineer, and the Indemnified Parties' reasonable attorneys' fees and costs,
including, without limitation, fees and costs of both outside and staff
counsel incurred in connection with monitoring or review of such Remedial
Work. In the event the Company shall fail to timely commence, or cause to be
commenced, or fail to diligently prosecute to completion, the performance of
such Remedial Work, the Mortgage Notes Indenture Trustee or any other
Indemnified Party may, but shall not be required to, cause such Remedial Work
to be performed and all costs and expenses thereof, or incurred in connection
therewith, shall be deemed Claims hereunder.
4. LIABILITY.
(a) Notwithstanding any other provisions of this Indemnity or any of the
Indenture Documents, any liability of the Company hereunder shall be its
personal liability (but such personal liability shall not be deemed to
incorporate personal liability of its directors, officers, employees or
agents), and may be asserted against its interest in the Property as well as
against any and all of its other assets.
(b) Without limiting the foregoing, the obligations of the Company
hereunder shall survive the following events, to the maximum extent permitted
by law: (i) repayment of the Mortgage Notes and any judicial or nonjudicial
foreclosure under the Deed of Trust or conveyance in lieu of such
foreclosure, notwithstanding that all or any portion of any obligations
secured by the Deed of Trust shall have been discharged thereby, (ii) any
election by any Indemnified Party to purchase all or any portion of the
Property at a foreclosure sale by crediting all or any portion of the
obligations secured by the Deed of Trust against the purchase price therefor
(except to the extent and only to the extent that such Indemnified Party has
specifically elected in writing in its sole discretion to credit against the
purchase price any
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Claims hereunder which were liquidated in amount at the time of such
foreclosure sale, it being presumed for these purposes that the obligations
secured by the Deed of Trust shall be discharged by any such crediting in the
order set forth in Section 4.12 of the Deed of Trust), (iii) any release or
reconveyance of the Deed of Trust, any waiver of the lien of the Deed of
Trust, or any release or waiver of any other security for the Mortgage Notes,
and (iv) any termination, cancellation or modification of the Indenture, the
Mortgage Notes, the Deed of Trust or any other agreement relating to the
Mortgage Notes. Upon and following the occurrence of any of the foregoing,
the obligations of the Company hereunder shall remain unsecured obligations,
and shall be enforceable against the Company to the fullest extent permitted
by applicable law.
(c) The obligations of the Company hereunder are not intended to be the
obligations of a surety or guarantor. The liability of the Company under this
Indemnity shall in no way be limited or impaired by (i) any extensions of
time for performance required by the Indenture Documents; (ii) the accuracy
or inaccuracy of any representations and warranties made by the Company in
any of the Indenture Documents; or (iii) the release of any person or entity
from performance or observance of any of the agreements, covenants, terms, or
conditions contained in any of the Indenture Documents by operation of law or
otherwise.
(d) The rights and remedies of the Indemnified Parties under this
Indemnity (i) shall be in addition to any other rights and remedies of such
Indemnified Parties under any Indenture Document or at law or in equity, and
(ii) may be enforced by any of the Indemnified Parties, to the maximum extent
permitted by law, without regard to or affecting any rights and remedies that
such Indemnified Party may have under any Indenture Document or at law or in
equity, and without regard to any limitations on such Indemnified Party's
recourse for recovery of the indebtedness represented by the Mortgage Notes
as may be provided in any Indenture Document.
5. SITE VISITS, OBSERVATION AND TESTING. The Mortgage Notes Indenture
Trustee and any of the other Indemnified Parties and their respective agents
and representatives shall have the right at any reasonable time, and upon
reasonable prior notice, but subject to the rights of tenants under their
leases, to enter and visit the Property to make such inspections and
inquiries as they shall deem appropriate, including inspections for
violations of any of the terms of this Indemnity and for determining the
existence, nature and magnitude of any past or present Release or threatened
Release, and they shall also have the right, following any Event Default (as
defined in the Indenture), or where the Mortgage Notes Indenture Trustee has
a reasonable basis upon which to believe that the Property may be harmed,
unsafe or contaminated, and upon reasonable prior notice, to enter and visit
the Property to make such tests (including, without limitation, taking and
removing soil or groundwater samples) as they shall deem appropriate. Neither
the Mortgage Notes Indenture Trustee nor any of the other Indemnified Parties
have any duty, however, to visit or observe the Property or to conduct tests,
and no site visit, observation or testing by the Mortgage Notes Indenture
Trustee or any other Indemnified Party shall impose any liability on the
Mortgage Notes Indenture Trustee or such other Indemnified Party. In no event
shall any site visit, observation or testing by the Mortgage Notes Indenture
Trustee or any other Indemnified Party be a representation that Hazardous
Substances are or are not present in, on or under the Property, or that there
has been or shall be compliance with any Hazardous
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Substances Laws or any other applicable governmental law. Neither the Company
nor any other party is entitled to rely on any site visit, observation or
testing by the Mortgage Notes Indenture Trustee or any other Indemnified
Party. Neither the Mortgage Notes Indenture Trustee nor any of the other
Indemnified Parties owe any duly of care to protect the Company or any other
party against, or to inform the Company or any other party of, any Hazardous
Substances or any other adverse condition affecting the Property. The
Mortgage Notes Indenture Trustee and any other Indemnified Party shall give
the Company reasonable notice before entering the Property, and shall make
reasonable efforts to avoid interfering with the Company's use of the
Property in exercising any rights provided in this paragraph 5.
6. INTEREST ACCRUED. Any amount owed hereunder to an Indemnified Party
not paid within thirty (30) days after written demand from such Indemnified
Party with an explanation of the amounts claimed shall bear interest at a
rate per annum equal to the maximum interest rate applicable to overdue
principal set forth in Section 4.01 of the Indenture.
7. SUBROGATION OF INDEMNITY RIGHTS. If the Company fails to fully
perform its obligations hereunder, any Indemnified Party shall be entitled to
pursue any rights or claims that the Company may have against any present,
future or former owners, tenants or other occupants or users of the Property,
any portion thereof or any adjacent or proximate properties, relating to any
Claim or the performance of Remedial Work, and the Company hereby assigns all
of such rights and claims to the Indemnified Parties under such circumstances
and shall take all actions required by the Indemnified Parties to cooperate
with such Indemnified Parties in enforcing such rights and claims under such
circumstances.
8. RELIANCE. The Company acknowledges that it is making and giving the
indemnities and representations and covenants contained in this Indemnity
with the knowledge that the Mortgage Notes Indenture Trustee and the Mortgage
Note Holders are relying on such indemnities and representations and
covenants in entering into the Indenture Documents and purchasing the
Mortgage Notes, as the case may be.
9. SUCCESSORS AND ASSIGNS. This Indemnity shall inure to the benefit of
each Indemnified Party's successors and assigns, and shall be binding upon
the heirs, successors, and assigns of the Company. The Company shall not
assign any rights or obligations under this Indemnity without first obtaining
the written consent of the Mortgage Notes Indenture Trustee, which may be
given or withheld in the sole discretion of the Mortgage Notes Indenture
Trustee. Notwithstanding any other provision of this Indemnity to the
contrary, the Company shall not be released from its obligations hereunder
without obtaining the written consent of the Mortgage Notes Indenture
Trustee, which consent may be given or withheld in the sole discretion of the
Mortgage Notes Indenture Trustee. Nothing herein shall be deemed to be a
consent to the transfer of the Property which transfer would be otherwise
prohibited by any Indenture Document.
10. MISCELLANEOUS. This Indemnity shall be governed by and construed in
accordance with the laws of the State of Nevada. If this Indemnity is
executed by more than one person or entity, the liability of the undersigned
hereunder shall be joint and several. Separate and successive actions may be
brought hereunder to enforce any of the provisions hereof at any
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time and from time to time. No action hereunder shall preclude any subsequent
action, and the Company hereby waives and covenants not to assert any defense
in the nature of splitting of causes of action or merger of judgments. In no
event shall any provision of this Indemnity be deemed to be a waiver of or to
be in lieu of any right or claim, including, without limitation, any right of
contribution or other right of recovery, that any party to this Indemnity
might otherwise have against any other party to this Indemnity under any
Hazardous Substances Laws. If any term of this Indemnity or any application
thereof shall be invalid, illegal or unenforceable, the remainder of this
Indemnity and any other application of such term shall not be affected
thereby, No delay or omission in exercising any right hereunder shall operate
as a waiver of such right or any other right.
11. NOTICES. All notices expressly provided hereunder to be given by the
Company to the Mortgage Notes Indenture Trustee and all notices and demands
of any kind or nature whatsoever which the Company may be required or may
desire to give to or serve on the Mortgage Notes Indenture Trustee shall be
in writing and shall be served by certified mail, return receipt requested,
or by a reputable commercial overnight carrier that provides a receipt, such
as Federal Express. Notice shall be addressed as follows:
Mortgage Notes Indenture Trustee: U.S. Bank National Association
▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn.: Corporate Trust Department
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to: ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
▇▇▇ "▇" ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn.: Sony ▇▇▇-▇▇▇▇▇, Esq.
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
The Company: Las Vegas Sands, Inc.
▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attn.: General Counsel
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to: ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
1285 Avenue of the Americas
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn.: ▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
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12. ATTORNEYS' FEES AND EXPENSES. If the Mortgage Notes Indenture
Trustee or any Mortgage Note Holder refers this Indemnity or any of the other
Indenture Documents to an attorney to enforce, construe or defend the same,
as a consequence of any Event of Default, with or without the filing of any
legal action or proceeding, the Company shall pay to the Mortgage Notes
Indenture Trustee, immediately upon demand, the amount of all attorneys' fees
and costs incurred by the Mortgage Notes Indenture Trustee in connection
therewith, together with interest thereon from the date of award at the
maximum interest rate applicable to overdue principal set forth in Section
4.01 of the Indenture.
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IN WITNESS WHEREOF, this Indemnity is executed as of the
day and year first above written.
THE COMPANY:
LAS VEGAS SANDS, INC.,
a Nevada corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Secretary
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VENETIAN CASINO RESORT, LLC,
a Nevada limited liability company
By: LAS VEGAS SANDS, INC.,
a Nevada corporation,
its managing member
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Secretary
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