þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Nevada
(State or other jurisdiction of incorporation or organization) 3355 Las Vegas Boulevard South Las Vegas, Nevada (Address of principal executive offices) |
27-0099920
(IRS Employer Identification No.) 89109 (Zip Code) |
Title of Each Class | Name of Each Exchange on Which Registered | |
Common Stock ($0.001 par value) | New York Stock Exchange |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Description of document
|
Part of the Form 10-K | |
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||
Portions of the definitive Proxy
Statement to be used in connection with
the registrants 2010 Annual Meeting of
Stockholders
|
Part III (Item 10 through Item 14) |
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Exhibit 10.33 | ||||||||
Exhibit 10.76 | ||||||||
Exhibit 21.1 | ||||||||
Exhibit 23.1 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 | ||||||||
Exhibit 32.2 |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
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40
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41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
91
92
93
94
95
96
97
98
99
100
101
102
103
104
105
106
107
108
109
110
111
112
113
114
115
116
117
118
119
120
121
122
123
124
125
126
127
128
129
130
131
132
133
ITEM 5.
High
Low
$
105.38
$
70.00
$
83.13
$
45.30
$
59.17
$
30.56
$
37.00
$
2.89
$
9.15
$
1.38
$
11.84
$
3.08
$
20.73
$
6.32
$
18.84
$
12.95
$
19.12
$
14.88
Preferred Stock
Dividends Paid to
Preferred Stock
Board of Directors
Principal
Dividends Paid to
Total Preferred Stock
Declaration Date
Payment Date
Stockholders Family
Public Holders
Dividends Paid
February 17, 2009
$
13,125
$
11,347
$
24,472
May 15, 2009
13,125
10,400
23,525
August 17, 2009
13,125
10,225
23,350
November 16, 2009
13,125
10,225
23,350
$
94,697
February 16, 2010
$
13,125
$
10,225
$
23,350
Table of Contents
Cumulative Total Return
12/31/04
12/31/05
12/31/06
12/31/07
12/31/08
12/31/09
$
100.00
$
82.23
$
186.42
$
214.69
$
12.35
$
31.13
$
100.00
$
104.91
$
121.48
$
128.16
$
80.74
$
102.11
$
100.00
$
101.44
$
147.81
$
169.69
$
45.64
$
71.07
ITEM 6.
Table of Contents
Year Ended December 31,
2009(1)(2)
2008(3)
2007(4)
2006
2005
(In thousands, except per share data)
$
4,929,444
$
4,735,126
$
3,104,422
$
2,340,178
$
1,824,225
(366,339
)
(345,180
)
(153,855
)
(103,319
)
(83,313
)
4,563,105
4,389,946
2,950,567
2,236,859
1,740,912
4,591,845
4,226,283
2,620,557
1,662,762
1,251,461
(28,740
)
163,663
330,010
574,097
489,451
(310,748
)
(402,039
)
(172,344
)
(69,662
)
(63,181
)
(9,891
)
19,492
(8,682
)
(189
)
(1,334
)
(23,248
)
(9,141
)
(10,705
)
(137,000
)
(372,627
)
(228,025
)
138,279
504,246
287,936
3,884
59,700
(21,591
)
(62,243
)
(4,250
)
(368,743
)
(168,325
)
116,688
442,003
283,686
14,264
4,767
(354,479
)
(163,558
)
116,688
442,003
283,686
(93,026
)
(13,638
)
(92,545
)
(11,568
)
$
(540,050
)
$
(188,764
)
$
116,688
$
442,003
$
283,686
$
(0.82
)
$
(0.48
)
$
0.33
$
1.25
$
0.80
$
(0.82
)
$
(0.48
)
$
0.33
$
1.24
$
0.80
$
2,092,896
$
3,789,008
$
3,793,703
$
1,925,291
$
860,621
December 31,
2009
2008
2007
2006
2005
(In thousands)
$
20,572,106
$
17,144,113
$
11,466,517
$
7,126,458
$
3,879,739
$
10,852,147
$
10,356,115
$
7,517,997
$
4,136,152
$
1,625,901
$
6,506,434
$
4,422,108
$
2,260,274
$
2,075,154
$
1,609,538
(1)
(2)
(3)
(4)
ITEM 7.
Table of Contents
Table of Contents
Year Ended December 31,
Percent
Percent
2009
Change
2008
Change
2007
(Dollars in thousands)
$
4,563,105
3.9
%
$
4,389,946
48.8
%
$
2,950,567
4,591,845
8.6
%
4,226,283
61.3
%
2,620,557
(28,740
)
(117.6
)%
163,663
(50.4
)%
330,010
(372,627
)
63.4
%
(228,025
)
(264.9
)%
138,279
(368,743
)
119.1
%
(168,325
)
(244.3
)%
116,688
(354,479
)
116.7
%
(163,558
)
(240.2
)%
116,688
Percent of Net Revenues
Year Ended December 31,
2009
2008
2007
100.6
%
96.3
%
88.8
%
(0.6
)%
3.7
%
11.2
%
(8.2
)%
(5.2
)%
4.7
%
(8.1
)%
(3.8
)%
4.0
%
(7.8
)%
(3.7
)%
4.0
%
Table of Contents
Year Ended December 31,
2009
2008
Percent Change
(Dollars in thousands)
$
3,524,798
$
3,192,099
10.4
%
657,783
767,129
(14.3
)%
327,699
369,062
(11.2
)%
419,164
406,836
3.0
%
4,929,444
4,735,126
4.1
%
(366,339
)
(345,180
)
6.1
%
$
4,563,105
$
4,389,946
3.9
%
Table of Contents
Year Ended December 31,
2009
2008
Change
(Dollars in thousands)
$
1,699,599
$
1,610,505
5.5
%
$
3,362,780
$
3,530,065
(4.7
)%
23.6
%
19.9
%
3.7
pts
$
37,701,027
$
36,893,831
2.2
%
2.80
%
2.97
%
(0.17
)pts
$
2,362,680
$
1,941,895
21.7
%
7.4
%
8.0
%
(0.6
)pts
$
1,003,042
$
1,013,063
(1.0
)%
$
2,413,446
$
2,626,877
(8.1
)%
19.5
%
18.9
%
0.6
pts
$
21,920,186
$
25,182,225
(13.0
)%
3.01
%
2.64
%
0.37
pts
$
1,256,857
$
1,039,430
20.9
%
6.6
%
7.8
%
(1.2
)pts
$
207,191
$
46,094
349.5
%
$
335,655
$
99,849
236.2
%
23.7
%
21.1
%
2.6
pts
$
7,059,450
$
630,088
1,020.4
%
2.35
%
4.45
%
(2.1
)pts
$
240,358
$
38,238
528.6
%
5.9
%
5.6
%
0.3
pts
$
473,176
$
522,437
(9.4
)%
$
1,769,130
$
1,846,394
(4.2
)%
17.3
%
19.8
%
(2.5
)pts
$
2,705,309
$
3,666,072
(26.2
)%
7.5
%
5.7
%
1.8
pts
$
141,790
$
%
$
2,030,529
$
%
7.0
%
%
pts
Table of Contents
Year Ended December 31,
2009
2008
Change
(Room revenues in thousands)
$
173,319
$
200,594
(13.6
)%
$
205
$
226
(9.3
)%
83.6
%
85.3
%
(1.7
)pts
$
171
$
193
(11.4
)%
$
26,558
$
27,074
(1.9
)%
$
260
$
266
(2.3
)%
97.7
%
98.4
%
(0.7
)pts
$
254
$
261
(2.7
)%
$
20,276
$
3,664
453.4
%
$
295
$
344
(14.2
)%
52.3
%
32.0
%
20.3
pts
$
154
$
110
40.0
%
$
437,630
$
535,797
(18.3
)%
$
195
$
232
(15.9
)%
87.4
%
91.3
%
(3.9
)pts
$
170
$
212
(19.8
)%
Year Ended December 31,
2009
2008
Percent Change
(Dollars in thousands)
$
2,349,422
$
2,214,235
6.1
%
121,097
154,615
(21.7
)%
165,977
186,551
(11.0
)%
240,377
213,351
12.7
%
103,802
41,865
147.9
%
526,199
550,529
(4.4
)%
132,098
104,355
26.6
%
29,899
33,540
(10.9
)%
157,731
162,322
(2.8
)%
533
12,789
(95.8
)%
586,041
506,986
15.6
%
169,468
37,568
351.1
%
9,201
7,577
21.4
%
$
4,591,845
$
4,226,283
8.6
%
Table of Contents
Table of Contents
Year Ended December 31,
2009
2008
Percent Change
(Dollars in thousands)
$
556,547
$
499,025
11.5
%
244,925
214,573
14.1
%
40,527
7,567
435.6
%
(32,610
)
(49,465
)
(34.1
)%
259,206
392,139
(33.9
)%
17,566
%
$
1,086,161
$
1,063,839
2.1
%
Year Ended December 31,
2009
2008
(Dollars in thousands)
$
387,319
$
553,040
(65,449
)
(131,215
)
$
321,870
$
421,825
$
353,001
$
516,912
$
10,994,928
$
9,081,135
3.5
%
6.1
%
Table of Contents
Year Ended December 31,
2008
2007
Percent Change
(Dollars in thousands)
$
3,192,099
$
2,250,421
41.8
%
767,129
437,357
75.4
%
369,062
238,252
54.9
%
406,836
178,392
128.1
%
4,735,126
3,104,422
52.5
%
(345,180
)
(153,855
)
124.4
%
$
4,389,946
$
2,950,567
48.8
%
Table of Contents
Year Ended December 31,
2008
2007
Change
(Dollars in thousands)
$
1,610,505
$
549,298
193.2
%
$
3,530,065
$
1,115,812
216.4
%
19.9
%
17.3
%
2.6
pts
$
36,893,831
$
17,071,475
116.1
%
2.97
%
2.64
%
0.33
pts
$
1,941,895
$
490,068
296.2
%
8.0
%
7.9
%
0.1
pts
$
1,013,063
$
1,296,869
(21.9
)%
$
2,626,877
$
3,525,609
(25.5
)%
18.9
%
18.7
%
0.2
pts
$
25,182,225
$
26,325,271
(4.3
)%
2.64
%
2.97
%
(0.33
)pts
$
1,039,430
$
1,181,050
(12.0
)%
7.8
%
6.9
%
0.9
pts
$
46,094
$
%
$
99,849
$
%
21.1
%
%
pts
$
630,088
$
%
4.45
%
%
pts
$
38,238
$
%
5.6
%
%
pts
$
522,437
$
404,254
29.2
%
$
1,846,394
$
1,359,004
35.9
%
19.8
%
22.1
%
(2.3
)pts
$
3,666,072
$
2,489,329
47.3
%
5.7
%
6.0
%
(0.3
)pts
Table of Contents
Year Ended December 31,
2008
2007
Change
(Room revenues in thousands)
$
200,594
$
63,378
216.5
%
$
226
$
221
2.3
%
85.3
%
85.7
%
(0.4
)pts
$
193
$
190
1.6
%
$
3,664
$
%
$
344
$
%
32.0
%
%
pts
$
110
$
%
$
535,797
$
362,404
47.8
%
$
232
$
258
(10.1
)%
91.3
%
98.4
%
(7.1
)pts
$
212
$
254
(16.5
)%
Year Ended December 31,
2008
2007
Percent Change
(Dollars in thousands)
$
2,214,235
$
1,435,662
54.2
%
154,615
94,219
64.1
%
186,551
118,273
57.7
%
213,351
97,689
118.4
%
41,865
26,369
58.8
%
550,529
319,357
72.4
%
104,355
94,514
10.4
%
33,540
31,787
5.5
%
162,322
189,280
(14.2
)%
12,789
9,728
31.5
%
506,986
202,557
150.3
%
37,568
%
7,577
1,122
575.3
%
$
4,226,283
$
2,620,557
61.3
%
Table of Contents
Year Ended December 31,
2008
2007
Percent Change
(Dollars in thousands)
$
499,025
$
144,417
245.5
%
214,573
373,507
(42.6
)%
7,567
%
(49,465
)
(4,250
)
(1,063.9
)%
392,139
361,076
8.6
%
$
1,063,839
$
874,750
21.6
%
Table of Contents
Year Ended December 31,
2008
2007
(Dollars in thousands)
$
553,040
$
468,056
(131,215
)
(223,248
)
$
421,825
$
244,808
$
516,912
$
438,301
$
9,081,135
$
6,148,835
6.1
%
7.6
%
Table of Contents
Year Ended December 31,
2009
2008
2007
(In thousands)
$
638,613
$
124,872
$
360,936
78,630
218,044
556,276
(2,092,896
)
(3,789,008
)
(3,793,703
)
4,203
(50,000
)
(2,010,063
)
(3,570,964
)
(3,287,427
)
51
6,834
30,222
2,386,387
1,053,695
475,000
(94,697
)
523,720
503,625
1,831,528
4,616,201
5,135,076
(776,972
)
(1,725,908
)
(1,775,801
)
243,928
(40,324
)
(88,942
)
(62,111
)
3,305,973
5,608,153
3,327,386
(17,270
)
18,952
(11,811
)
$
1,917,253
$
2,181,013
$
389,084
Table of Contents
Table of Contents
Payments Due by Period Ending December 31, 2009(11)
Less than
More than
1 Year
2-3 Years
4-5 Years
5 Years
Total
(In thousands)
$
30,000
$
60,000
$
2,835,000
$
$
2,925,000
6,000
12,000
573,000
591,000
4,000
8,000
384,000
396,000
775,860
775,860
250,000
250,000
39,663
68,887
108,550
3,688
7,375
7,375
63,672
82,110
1,777
3,001
4,778
18,000
755,393
728,396
1,501,789
7,000
577,029
584,029
479,640
479,640
26,349
41,348
67,697
35,127
70,254
70,254
35,127
210,762
11,016
11,016
711,917
711,917
1,589,844
3,013,678
15,938
31,875
31,875
2,656
82,344
314,641
520,136
233,677
14,368
1,082,822
1,711
3,292
3,094
16,620
24,717
1,794
3,211
2,731
4,563
12,299
650
1,300
977
6,400
9,327
9,373
9,163
18,536
55,599
99,218
54,787
96,931
306,535
8,789
17,647
17,423
116,983
160,842
32,364
64,728
64,728
242,728
404,548
1,200
2,400
2,400
107,100
113,100
5,796
10,536
8,807
10,830
35,969
$
619,459
$
4,345,226
$
5,730,441
$
2,557,822
$
13,252,948
(1)
(2)
(3)
(4)
Table of Contents
(5)
(6)
(7)
(8)
(9)
(10)
(11)
Table of Contents
Table of Contents
Table of Contents
Table of Contents
ITEM 7A.
Table of Contents
Fair
2010
2011
2012
2013
2014
Thereafter
Total
Value(1)
(In millions)
$
$
$
$
$
$
250.0
$
250.0
$
224.7
%
%
%
%
%
6.4
%
6.4
%
$
171.6
$
1,346.9
$
2,234.8
$
1,543.2
$
3,766.8
$
1,688.6
$
10,751.9
$
9,438.9
3.0
%
4.0
%
3.3
%
3.5
%
2.1
%
2.8
%
2.9
%
$
$
0.1
$
2.4
$
$
$
$
2.5
$
2.5
(1)
(2)
(3)
Table of Contents
66
67
68
69
70
71
116
Table of Contents
February 26, 2010
Table of Contents
Table of Contents
Year Ended December 31,
2009
2008
2007
(In thousands, except share and per share data)
$
3,524,798
$
3,192,099
$
2,250,421
657,783
767,129
437,357
327,699
369,062
238,252
419,164
406,836
178,392
4,929,444
4,735,126
3,104,422
(366,339
)
(345,180
)
(153,855
)
4,563,105
4,389,946
2,950,567
2,349,422
2,214,235
1,435,662
121,097
154,615
94,219
165,977
186,551
118,273
240,377
213,351
97,689
103,802
41,865
26,369
526,199
550,529
319,357
132,098
104,355
94,514
29,899
33,540
31,787
157,731
162,322
189,280
533
12,789
9,728
586,041
506,986
202,557
169,468
37,568
9,201
7,577
1,122
4,591,845
4,226,283
2,620,557
(28,740
)
163,663
330,010
11,122
19,786
72,464
(321,870
)
(421,825
)
(244,808
)
(9,891
)
19,492
(8,682
)
(23,248
)
(9,141
)
(10,705
)
(372,627
)
(228,025
)
138,279
3,884
59,700
(21,591
)
(368,743
)
(168,325
)
116,688
14,264
4,767
(354,479
)
(163,558
)
116,688
(93,026
)
(13,638
)
(92,545
)
(11,568
)
$
(540,050
)
$
(188,764
)
$
116,688
$
(0.82
)
$
(0.48
)
$
0.33
$
(0.82
)
$
(0.48
)
$
0.33
656,836,950
392,131,375
354,807,700
656,836,950
392,131,375
355,789,619
Table of Contents
Las Vegas Sands Corp. Stockholders Equity
Accumulated
Capital in
Other
Total
Preferred
Common
Excess of Par
Comprehensive
Retained
Comprehensive
Noncontrolling
Stock
Stock
Value
Income (Loss)
Earnings
Income (Loss)
Interests
Total
(in thousands)
$
$
354
$
990,429
$
(580
)
$
1,084,951
$
405
$
2,075,559
116,688
116,688
116,688
(1,913
)
(1,913
)
(1,913
)
114,775
114,775
1
30,221
30,222
7,526
7,526
36,702
36,702
4,521
4,521
(4,105
)
(4,105
)
355
1,064,878
(2,493
)
1,197,534
4,926
2,265,200
(163,558
)
(163,558
)
(4,767
)
(168,325
)
20,047
20,047
20,047
(143,511
)
(4,767
)
(148,278
)
1
6,833
6,834
1,117
1,117
59,643
59,643
298,066
200
1,482,907
1,781,173
86
474,914
475,000
2,914
2,914
(6,854
)
(6,854
)
(11,568
)
(11,568
)
298,066
642
3,090,292
17,554
1,015,554
3,073
4,425,181
(354,479
)
(354,479
)
(14,264
)
(368,743
)
10,906
10,906
(602
)
10,304
(343,573
)
(14,866
)
(358,439
)
51
51
(4,965
)
(4,965
)
49,054
49,054
(63,459
)
18
63,441
41
41
519
519
2,572,194
(1,712
)
445,905
3,016,387
(87,843
)
(87,843
)
(6,854
)
(6,854
)
(92,545
)
(92,545
)
$
234,607
$
660
$
5,770,586
$
26,748
$
473,833
$
434,153
$
6,940,587
Table of Contents
Year Ended December 31,
2009
2008
2007
(In thousands)
$
(368,743
)
$
(168,325
)
$
116,688
operating activities:
586,041
506,986
202,557
27,011
26,165
23,439
30,015
32,844
26,786
(5,161
)
(5,082
)
(4,692
)
48,843
23,248
9,141
10,705
178,669
45,145
1,122
45,545
53,854
33,224
103,802
41,865
26,369
(499
)
(28,548
)
5,317
(1,112
)
(7,112
)
(1,339
)
(36,242
)
(15,554
)
30,000
519
(178,746
)
(238,425
)
(39,881
)
1,759
(8,879
)
(7,611
)
41,994
(95,744
)
(115,303
)
(117,314
)
(50,156
)
(235,235
)
11,388
(28,228
)
47,985
3,257
3,260
2,969
(12,825
)
227,167
17,510
301,988
638,613
124,872
360,936
78,630
218,044
556,276
(2,092,896
)
(3,789,008
)
(3,793,703
)
4,203
(50,000
)
(2,010,063
)
(3,570,964
)
(3,287,427
)
51
6,834
30,222
1,112
7,112
2,386,387
(94,697
)
1,053,695
475,000
523,720
503,625
1,831,528
4,616,201
5,135,076
(776,972
)
(1,725,908
)
(1,775,801
)
243,928
41
2,914
4,521
(40,365
)
(92,968
)
(73,744
)
3,305,973
5,608,153
3,327,386
(17,270
)
18,952
(11,811
)
1,917,253
2,181,013
389,084
3,038,163
857,150
468,066
$
4,955,416
$
3,038,163
$
857,150
$
287,553
$
385,696
$
215,053
$
(69,005
)
$
(15,542
)
$
60,000
$
42,058
$
19,172
$
388,166
$
3,509
$
5,789
$
3,478
$
25,567
$
$
$
6,854
$
6,854
$
Principal Stockholders family
$
92,545
$
11,568
$
$
63,459
$
$
$
600,000
$
$
$
$
475,000
$
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
15 to 40 years
3 to 15 years
5 to 10 years
20 years
Table of Contents
Table of Contents
Year Ended December 31,
2009
2008
2007
$
208,389
$
186,704
$
71,908
96,424
101,084
63,805
61,526
57,392
18,142
$
366,339
$
345,180
$
153,855
Year Ended December 31,
2009
2008
2007
$
54,512
$
44,158
$
15,864
66,344
70,988
40,622
50,264
42,573
18,325
$
171,120
$
157,719
$
74,811
Table of Contents
Year Ended December 31,
2009
2008
2007
656,836,950
392,131,375
354,807,700
981,919
656,836,950
392,131,375
355,789,619
170,731,981
184,840,819
1,097,900
Table of Contents
Table of Contents
Table of Contents
At December 31,
2009
2008
$
438,498
$
317,613
50,676
64,350
90,292
64,073
579,466
446,036
(118,700
)
(61,217
)
$
460,766
$
384,819
At December 31,
2009
2008
$
353,791
$
341,927
6,898,071
6,309,494
1,703,792
1,547,261
403,256
322,194
5,647,986
4,438,216
15,006,896
12,959,092
(1,655,625
)
(1,090,864
)
$
13,351,271
$
11,868,228
At December 31,
2009
2008
$
3,119,935
$
1,422,795
1,915,587
1,917,547
328,300
255,373
85,159
413,563
529
166,450
198,476
262,488
$
5,647,986
$
4,438,216
Table of Contents
At December 31,
2009
2008
$
880,175
$
859,275
27,318
27,334
169,568
167,917
71,745
58,273
58,308
43,935
87,639
1,294,753
1,156,734
(84,933
)
(56,796
)
$
1,209,820
$
1,099,938
Table of Contents
$
55,599
49,609
49,609
49,891
4,896
96,931
$
306,535
At December 31,
2009
2008
$
237,557
$
143,951
162,816
133,921
156,887
119,654
115,232
111,191
113,700
84,578
$
786,192
$
593,295
At December 31,
2009
2008
$
2,925,000
$
2,955,000
591,000
597,000
396,000
400,000
775,860
775,860
248,836
248,608
108,550
141,950
82,110
85,797
24,717
4,778
5,765
1,501,789
1,800,000
584,029
700,000
479,640
695,299
67,697
100,589
210,762
218,564
11,016
11,054
3,013,678
1,735,252
11,025,462
10,470,738
(173,315
)
(114,623
)
$
10,852,147
$
10,356,115
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Year Ended December 31,
2009
2008
2007
$
1,221,644
$
1,730,515
$
339,788
2,075,860
3,000,000
444,299
1,551,000
600,000
9,884
218,564
146,963
244,288
$
1,831,528
$
4,616,201
$
5,135,076
$
(662,552
)
$
$
(40,000
)
(333,000
)
(15,000
)
(17,762
)
(34,427
)
(62,754
)
(8,539
)
(17,695
)
(3,687
)
(3,687
)
(2,766
)
(849
)
(1,326,467
)
(1,492,128
)
(166,500
)
(90,868
)
$
(776,972
)
$
(1,725,908
)
$
(1,775,801
)
Table of Contents
HVAC Equipment
Long-term
Lease Obligation
Debt
$
3,505
$
171,604
3,336
1,346,928
3,167
2,234,792
2,998
1,543,168
2,828
3,766,773
21,182
1,938,644
37,016
11,001,909
(12,299
)
$
24,717
$
11,001,909
Table of Contents
Number
of Shares
Amount
$
5,250,000
299,867
11,568
6,854
5,250,000
318,289
92,545
45,646
(52,500
)
6,854
5,250,000
$
410,834
Table of Contents
Preferred Stock
Dividends Paid to
Preferred Stock
Board of Directors
Principal
Dividends Paid to
Total Preferred Stock
Declaration Date
Payment Date
Stockholders Family
Public Holders
Dividends Paid
February 17, 2009
$
13,125
$
11,347
$
24,472
May 15, 2009
13,125
10,400
23,525
August 17, 2009
13,125
10,225
23,350
November 16, 2009
13,125
10,225
23,350
$
94,697
February 16, 2010
$
13,125
$
10,225
$
23,350
Preferred
Common
Stock
Stock
354,492,452
727,692
50,926
355,271,070
181,862
26,657
(4,207
)
5,196,300
200,000,000
86,363,636
5,196,300
641,839,018
10,497
65,513
(30,663
)
(1,106,301
)
18,438,384
4,089,999
660,322,749
Table of Contents
Year Ended December 31,
2009
2008
2007
$
(427,664
)
$
(249,128
)
$
15,590
55,037
21,103
122,689
$
(372,627
)
$
(228,025
)
$
138,279
Year Ended December 31,
2009
2008
2007
$
(5,742
)
$
(23,985
)
$
36,850
(476
)
(34,335
)
(15,383
)
519
527
295
(40
)
(52
)
(171
)
1,855
(1,855
)
$
(3,884
)
$
(59,700
)
$
21,591
Year Ended December 31,
2009
2008
2007
(35.0
)%
(35.0
)%
35.0
%
1.1
%
(2.3
)%
(20.6
)%
(21.8
)%
(23.8
)%
(36.6
)%
5.5
%
9.1
%
11.6
%
44.0
%
22.4
%
21.2
%
3.8
%
2.0
%
3.0
%
1.4
%
1.4
%
2.0
%
(1.0
)%
(26.2
)%
15.6
%
Table of Contents
December 31,
2009
2008
$
270,745
$
79,721
93,433
93,912
25,854
18,169
25,199
18,736
17,918
16,312
13,745
12,364
4,812
1,855
2,520
10,995
14,091
10,644
468,317
262,708
(280,007
)
(92,819
)
188,310
169,889
(133,970
)
(95,459
)
(2,487
)
(2,883
)
(3,192
)
(4,387
)
(139,649
)
(102,729
)
$
48,661
$
67,160
December 31,
2009
2008
2007
$
32,271
$
14,966
$
8,552
24,184
9,239
2,209
9,612
8,066
4,205
$
66,067
$
32,271
$
14,966
Table of Contents
Total Carrying
Fair Value Measurements as of December 31, 2009 Using:
Value as of
Quoted Market
Significant Other
Significant
December 31,
Prices in Active
Observable Inputs
Unobservable Inputs
2009
Markets (Level 1)
(Level 2)
(Level 3)
$
3,499,874
$
3,499,874
$
$
$
2,466
$
$
2,466
$
(1)
(2)
Table of Contents
$
8,043
8,043
8,043
8,043
7,725
113,799
$
153,696
Table of Contents
Table of Contents
Table of Contents
$
6,996
6,670
6,266
6,071
5,136
117,930
$
149,069
Table of Contents
$
96,201
78,781
58,858
43,520
36,310
130,971
$
444,641
Table of Contents
2009
2008
2007
75.8
%
36.7
%
30.6
%
5.2
6.4
6.0
2.8
%
3.0
%
4.5
%
Weighted
Weighted
Average
Average
Remaining
Aggregate
Exercise
Contractual
Intrinsic
Shares
Price
Life (Years)
Value
10,658,485
$
64.30
8,822,075
5.24
(12,750
)
5.03
(4,467,202
)
44.91
15,000,608
$
35.39
8.34
$
74,045,682
3,030,598
$
61.10
6.78
$
260,138
Table of Contents
Weighted Average
Grant Date
Shares
Fair Value
76,986
$
69.41
65,513
7.38
(47,425
)
62.27
(30,663
)
55.44
64,411
$
18.22
Year Ended December 31,
2009
2008
2007
$
44,544
$
50,858
$
30,845
1,001
2,996
2,379
$
45,545
$
53,854
$
33,224
$
$
12,860
$
8,155
$
3,509
$
5,789
$
3,478
8,822
4,973
3,323
$
3.52
$
26.85
$
32.60
$
139
$
8,088
$
44,463
$
64
$
6,834
$
30,221
$
$
1,117
$
7,526
Table of Contents
Table of Contents
Year Ended December 31,
2009
2008
2007
$
1,990,574
$
1,943,196
$
650,496
1,024,268
1,032,100
1,314,733
260,567
62,536
34,179
17,082
1,213
1,100,319
1,335,032
984,125
153,198
$
4,563,105
$
4,389,946
$
2,950,567
$
556,547
$
499,025
$
144,417
244,925
214,573
373,507
40,527
7,567
(32,610
)
(49,465
)
(4,250
)
259,206
392,139
361,076
17,566
1,086,161
1,063,839
874,750
(29,930
)
(35,039
)
(15,752
)
(132,098
)
(104,355
)
(94,514
)
(29,899
)
(33,540
)
(31,787
)
(157,731
)
(162,322
)
(189,280
)
(533
)
(12,789
)
(9,728
)
(586,041
)
(506,986
)
(202,557
)
(169,468
)
(37,568
)
(9,201
)
(7,577
)
(1,122
)
(28,740
)
163,663
330,010
11,122
19,786
72,464
(321,870
)
(421,825
)
(244,808
)
(9,891
)
19,492
(8,682
)
(23,248
)
(9,141
)
(10,705
)
3,884
59,700
(21,591
)
14,264
4,767
$
(354,479
)
$
(163,558
)
$
116,688
(1)
Table of Contents
Year Ended December 31,
2009
2008
2007
$
36,846
$
139,650
$
104,907
17,627
173,744
970,990
5,887
41,455
120,919
262,662
570,481
279,157
28,727
103,464
120,319
89,377
1,111,326
470,842
65,899
577,862
1,320,062
247,665
307,451
41,927
1,338,206
763,575
364,580
$
2,092,896
$
3,789,008
$
3,793,703
December 31,
2009
2008
2007
$
1,849,596
$
707,276
$
326,049
2,888,446
3,060,279
3,059,896
527,737
592,998
550,479
1,151,028
973,892
391,506
328,584
347,359
219,951
2,034,181
2,015,386
741,801
6,893,106
6,562,124
4,139,040
737,062
475,256
121,507
4,162,366
2,409,543
1,916,288
$
20,572,106
$
17,144,113
$
11,466,517
December 31,
2009
2008
2007
$
324,268
$
321,039
$
222,609
2,376,685
2,565,707
2,625,273
355,170
402,613
427,131
1,047,201
909,297
389,532
276,559
284,559
168,328
1,971,058
1,809,647
629,476
3,642,405
4,006,564
3,725,812
610,846
417,588
67,172
3,956,899
2,251,152
1,388,890
$
14,561,091
$
12,968,166
$
9,644,223
Table of Contents
Table of Contents
December 31, 2009
Consolidating/
Las Vegas
Guarantor
Non-Guarantor
Eliminating
Sands Corp.
Subsidiaries
Subsidiaries
Entries
Total
$
254,256
$
3,033,625
$
1,667,535
$
$
4,955,416
6,954
111,687
118,641
101,485
27,646
(129,131
)
727
152,151
309,547
(1,659
)
460,766
1,906
12,332
12,835
27,073
29,117
1,992
(4,667
)
26,442
11,410
5,251
18,675
35,336
268,299
3,340,915
2,149,917
(135,457
)
5,623,674
140,684
3,786,061
9,424,526
13,351,271
6,897,949
4,773,650
(11,671,599
)
1,095
37,850
99,509
138,454
34,029
85,725
(119,754
)
500,518
(500,518
)
48,362
243
(26,386
)
22,219
1,209,820
1,209,820
2,338
27,555
196,775
226,668
$
7,392,756
$
12,552,274
$
13,080,790
$
(12,453,714
)
$
20,572,106
$
4,229
$
21,353
$
58,772
$
(1,659
)
$
82,695
9,172
769,599
778,771
59,029
70,102
(129,131
)
6,074
351
11,907
18,332
6,470
170,706
609,016
786,192
4,667
(4,667
)
3,688
81,374
88,253
173,315
84,157
282,956
1,607,649
(135,457
)
1,839,305
48,907
10,621
22,431
81,959
15,166
104,588
(119,754
)
500,518
(500,518
)
447,274
447,274
26,386
(26,386
)
327,258
4,739,753
5,785,136
10,852,147
475,488
5,506,990
8,020,322
(782,115
)
13,220,685
410,834
410,834
6,506,434
7,044,879
4,626,720
(11,671,599
)
6,506,434
405
433,748
434,153
6,506,434
7,045,284
5,060,468
(11,671,599
)
6,940,587
$
7,392,756
$
12,552,274
$
13,080,790
$
(12,453,714
)
$
20,572,106
Table of Contents
December 31, 2008
Consolidating/
Las Vegas
Guarantor
Non-Guarantor
Eliminating
Sands Corp.
Subsidiaries
Subsidiaries
Entries
Total
$
294,563
$
2,286,825
$
456,775
$
$
3,038,163
6,225
188,591
194,816
19,586
16,683
4,843
(41,112
)
1,168
146,085
242,270
(4,704
)
384,819
645
14,776
13,416
28,837
1,378
21,446
147
22,971
45,768
4,577
21,717
(392
)
71,670
363,108
2,496,617
927,759
(46,208
)
3,741,276
148,543
4,128,835
7,590,850
11,868,228
4,105,980
1,642,651
(5,748,631
)
1,353
47,441
109,982
158,776
398,398
1,296,988
(1,695,386
)
94,310
86,249
(180,559
)
25,251
18,722
216
44,189
1,099,938
1,099,938
3,677
25,701
202,328
231,706
$
5,140,620
$
9,743,204
$
9,931,073
$
(7,670,784
)
$
17,144,113
$
5,004
$
34,069
$
36,666
$
(4,704
)
$
71,035
90,490
646,223
736,713
16,683
4,843
19,586
(41,112
)
6,191
758
7,801
14,750
4,943
175,617
412,735
593,295
392
(392
)
3,688
65,049
45,886
114,623
36,509
370,826
1,169,289
(46,208
)
1,530,416
32,996
8,798
19,883
61,677
1,695,386
(1,695,386
)
180,559
(180,559
)
452,435
452,435
330,718
4,804,760
5,220,637
10,356,115
400,223
5,636,819
8,285,754
(1,922,153
)
12,400,643
318,289
318,289
4,422,108
4,105,980
1,642,651
(5,748,631
)
4,422,108
405
2,668
3,073
4,422,108
4,106,385
1,645,319
(5,748,631
)
4,425,181
$
5,140,620
$
9,743,204
$
9,931,073
$
(7,670,784
)
$
17,144,113
Table of Contents
For the year ended December 31, 2009
Consolidating/
Las Vegas
Guarantor
Non-Guarantor
Eliminating
Sands Corp.
Subsidiaries
Subsidiaries
Entries
Total
$
$
473,176
$
3,051,622
$
$
3,524,798
437,630
220,153
657,783
150,588
177,111
327,699
156,249
278,738
(15,823
)
419,164
1,217,643
3,727,624
(15,823
)
4,929,444
(722
)
(164,495
)
(198,308
)
(2,814
)
(366,339
)
(722
)
1,053,148
3,529,316
(18,637
)
4,563,105
286,884
2,064,913
(2,375
)
2,349,422
94,562
26,535
121,097
65,793
106,566
(6,382
)
165,977
73,261
174,120
(7,004
)
240,377
52,832
50,970
103,802
241,011
286,303
(1,115
)
526,199
118,940
269
14,642
(1,753
)
132,098
2,937
26,962
29,899
1,067
99
156,573
(8
)
157,731
432
101
533
11,369
230,864
343,808
586,041
151,175
18,293
169,468
3,158
6,043
9,201
131,808
1,202,845
3,275,829
(18,637
)
4,591,845
(132,530
)
(149,697
)
253,487
(28,740
)
10,331
47,508
657
(47,374
)
11,122
(18,456
)
(120,682
)
(230,106
)
47,374
(321,870
)
(1
)
665
(10,555
)
(9,891
)
(23,248
)
(23,248
)
(121,813
)
13,629
108,184
(262,469
)
(208,577
)
(9,765
)
108,184
(372,627
)
(92,010
)
95,304
590
3,884
(354,479
)
(113,273
)
(9,175
)
108,184
(368,743
)
14,264
14,264
$
(354,479
)
$
(113,273
)
$
5,089
$
108,184
$
(354,479
)
Table of Contents
For the year ended December 31, 2008
Consolidating/
Las Vegas
Guarantor
Non-Guarantor
Eliminating
Sands Corp.
Subsidiaries
Subsidiaries
Entries
Total
$
$
522,438
$
2,669,661
$
$
3,192,099
535,797
231,332
767,129
195,233
173,829
369,062
178,866
239,927
(11,957
)
406,836
1,432,334
3,314,749
(11,957
)
4,735,126
(1,929
)
(147,817
)
(192,705
)
(2,729
)
(345,180
)
(1,929
)
1,284,517
3,122,044
(14,686
)
4,389,946
316,846
1,899,728
(2,339
)
2,214,235
123,112
31,503
154,615
88,948
103,852
(6,249
)
186,551
87,540
131,227
(5,416
)
213,351
28,003
13,862
41,865
266,087
285,124
(682
)
550,529
86,369
834
17,152
104,355
6,929
26,611
33,540
3,722
9,067
149,533
162,322
2,693
10,096
12,789
9,853
223,724
273,409
506,986
13,292
24,276
37,568
6,093
1,484
7,577
115,929
1,157,183
2,967,857
(14,686
)
4,226,283
(117,858
)
127,334
154,187
163,663
8,694
12,047
7,244
(8,199
)
19,786
(24,036
)
(213,464
)
(192,524
)
8,199
(421,825
)
(35
)
(11,795
)
31,322
19,492
(5,114
)
(4,027
)
(9,141
)
(46,114
)
3,010
43,104
(184,463
)
(82,868
)
(3,798
)
43,104
(228,025
)
20,905
36,754
2,041
59,700
(163,558
)
(46,114
)
(1,757
)
43,104
(168,325
)
4,767
4,767
$
(163,558
)
$
(46,114
)
$
3,010
$
43,104
$
(163,558
)
Table of Contents
For the year ended December 31, 2007
Consolidating/
Las Vegas
Guarantor
Non-Guarantor
Eliminating
Sands Corp.
Subsidiaries
Subsidiaries
Entries
Total
$
$
404,255
$
1,846,166
$
$
2,250,421
362,404
74,953
437,357
144,745
94,043
(536
)
238,252
38,909
126,364
53,791
(40,672
)
178,392
38,909
1,037,768
2,068,953
(41,208
)
3,104,422
(1,045
)
(75,187
)
(77,623
)
(153,855
)
37,864
962,581
1,991,330
(41,208
)
2,950,567
195,206
1,240,858
(402
)
1,435,662
82,275
11,944
94,219
71,573
48,463
(1,763
)
118,273
64,825
32,864
97,689
25,126
1,243
26,369
212,138
146,262
(39,043
)
319,357
91,548
366
2,600
94,514
8,348
23,439
31,787
2,282
23,510
163,488
189,280
6,030
3,698
9,728
6,571
89,571
106,415
202,557
505
53
564
1,122
106,936
772,991
1,781,838
(41,208
)
2,620,557
(69,072
)
189,590
209,492
330,010
9,217
41,187
29,150
(7,090
)
72,464
(18,837
)
(114,546
)
(118,515
)
7,090
(244,808
)
(6
)
(1,009
)
(7,667
)
(8,682
)
(10,332
)
(373
)
(10,705
)
188,785
110,975
(299,760
)
110,087
215,865
112,087
(299,760
)
138,279
6,601
(27,080
)
(1,112
)
(21,591
)
$
116,688
$
188,785
$
110,975
$
(299,760
)
$
116,688
Table of Contents
For the year ended December 31, 2009
Consolidating/
Las Vegas
Guarantor
Non-Guarantor
Eliminating
Sands Corp.
Subsidiaries
Subsidiaries
Entries
Total
$
22,283
$
445
$
615,885
$
$
638,613
(729
)
79,359
78,630
(3,570
)
(99,232
)
(1,990,094
)
(2,092,896
)
60
2,554
1,589
4,203
(20,000
)
(171,671
)
191,671
(57,000
)
57,000
499,310
898,574
(1,397,884
)
6,580,952
(6,580,952
)
16,406
(16,406
)
(6,964,009
)
(224
)
6,964,233
35,743
645,678
(1,909,146
)
(782,338
)
(2,010,063
)
51
51
2,386,387
2,386,387
(94,697
)
(94,697
)
(6,580,952
)
6,580,952
(16,406
)
16,406
6,758,758
205,475
(6,964,233
)
77,000
(77,000
)
171,671
(171,671
)
(499,310
)
499,310
(898,574
)
898,574
1,221,644
1,221,644
600,000
600,000
9,884
9,884
(662,552
)
(662,552
)
(40,000
)
(40,000
)
(17,762
)
(17,762
)
(17,695
)
(17,695
)
(3,687
)
(3,687
)
(34,249
)
(1,027
)
(35,276
)
41
41
(2,880
)
(37,485
)
(40,365
)
(98,333
)
100,677
2,521,291
782,338
3,305,973
(17,270
)
(17,270
)
(40,307
)
746,800
1,210,760
1,917,253
294,563
2,286,825
456,775
3,038,163
$
254,256
$
3,033,625
$
1,667,535
$
$
4,955,416
Table of Contents
For the year ended December 31, 2008
Consolidating/
Las Vegas
Guarantor
Non-Guarantor
Eliminating
Sands Corp.
Subsidiaries
Subsidiaries
Entries
Total
$
(34,547
)
$
116,829
$
42,590
$
$
124,872
(1,137
)
219,181
218,044
(11,163
)
(660,163
)
(3,117,682
)
(3,789,008
)
(20,000
)
(36,185
)
56,185
(35,000
)
35,000
(353,000
)
(1,201,285
)
1,554,285
94,003
(94,003
)
34,018
(34,018
)
50,596
(50,596
)
(2,025,000
)
(77,728
)
2,102,728
(2,299,564
)
(1,942,480
)
(2,898,501
)
3,569,581
(3,570,964
)
6,834
6,834
1,112
1,112
(50,596
)
50,596
2,025,000
77,728
(2,102,728
)
35,000
373,000
(408,000
)
1,237,470
(1,237,470
)
(94,003
)
94,003
(34,018
)
34,018
1,053,695
1,053,695
523,720
523,720
503,625
503,625
475,000
475,000
2,075,860
2,075,860
1,730,515
1,730,515
444,299
444,299
218,564
218,564
105,584
41,379
146,963
(1,326,467
)
(1,326,467
)
(333,000
)
(333,000
)
(3,687
)
(3,687
)
(25,050
)
(37,704
)
(62,754
)
243,928
243,928
2,914
2,914
(5,114
)
69
(87,923
)
(92,968
)
2,555,185
3,982,792
2,639,757
(3,569,581
)
5,608,153
18,952
18,952
221,074
2,157,141
(197,202
)
2,181,013
73,489
129,684
653,977
857,150
$
294,563
$
2,286,825
$
456,775
$
$
3,038,163
Table of Contents
Consolidating/
Las Vegas
Guarantor
Non-Guarantor
Eliminating
Sands Corp.
Subsidiaries
Subsidiaries
Entries
Total
$
(135,852
)
$
179,629
$
317,159
$
$
360,936
50,076
410,520
95,680
556,276
(88,016
)
(1,081,975
)
(2,623,712
)
(3,793,703
)
(50,000
)
(50,000
)
73,715
(73,715
)
125,464
58,521
(183,985
)
(114,902
)
114,902
(32,338
)
(449,886
)
482,224
(548,088
)
548,088
13,999
(1,610,908
)
(2,578,032
)
887,514
(3,287,427
)
30,222
30,222
7,112
7,112
548,088
(548,088
)
114,902
32,338
(147,240
)
449,886
(449,886
)
(58,521
)
58,521
(73,715
)
(125,464
)
199,179
3,062,000
3,062,000
1,551,000
1,551,000
339,788
339,788
92,250
92,250
52,000
52,000
23,834
14,204
38,038
(1,492,128
)
(1,492,128
)
(15,000
)
(15,000
)
(166,500
)
(166,500
)
(90,868
)
(90,868
)
(2,766
)
(2,766
)
(7,334
)
(1,205
)
(8,539
)
4,521
4,521
(576
)
(54,874
)
(18,294
)
(73,744
)
126,242
1,466,817
2,621,841
(887,514
)
3,327,386
(11,811
)
(11,811
)
4,389
35,538
349,157
389,084
69,100
94,146
304,820
468,066
$
73,489
$
129,684
$
653,977
$
$
857,150
Table of Contents
Quarter
First(1)
Second(2)(3)
Third(4)(5)
Fourth(4)(6)
Total
(In thousands, except per share data)
$
1,079,062
$
1,058,700
$
1,141,144
$
1,284,199
$
4,563,105
36,279
(171,345
)
62,382
43,944
(28,740
)
(35,846
)
(178,263
)
(80,617
)
(74,017
)
(368,743
)
(34,606
)
(175,940
)
(76,506
)
(67,427
)
(354,479
)
(80,896
)
(222,248
)
(122,992
)
(113,914
)
(540,050
)
(0.12
)
(0.34
)
(0.19
)
(0.17
)
(0.82
)
$
1,079,023
$
1,112,114
$
1,105,434
$
1,093,375
$
4,389,946
96,565
73,282
28,195
(34,379
)
163,663
(11,234
)
(12,994
)
(32,491
)
(111,606
)
(168,325
)
(11,234
)
(8,796
)
(32,208
)
(111,320
)
(163,558
)
(11,234
)
(8,796
)
(32,208
)
(136,526
)
(188,764
)
(0.03
)
(0.02
)
(0.09
)
(0.27
)
(0.48
)
(1)
(2)
(3)
(4)
(5)
(6)
Ended December 31, 2009, 2008 and 2007
Provision
Balance at
for
Write-offs,
Balance
Beginning
Doubtful
net of
at End
Description
of Year
Accounts
Recoveries
of Year
(In thousands)
$
35,476
26,369
(28,729
)
$
33,116
$
33,116
41,865
(13,764
)
$
61,217
$
61,217
103,802
(46,319
)
$
118,700
Balance at
Balance
Beginning
at End
Description
of Year
Additions
Deductions
of Year
$
23,582
22,761
$
46,343
$
46,343
46,476
$
92,819
$
92,819
187,188
$
280,007
Table of Contents
Table of Contents
Table of Contents
Exhibit No.
Description of Document
3.1
3.2
3.3
3.4
3.5
4.1
4.2
4.3
4.4
Table of Contents
Exhibit No.
Description of Document
4.5
4.6
4.7
4.8
4.9
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
Table of Contents
Exhibit No.
Description of Document
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
Table of Contents
Exhibit No.
Description of Document
10.25
10.26
10.27
10.28
10.29
10.30
10.31
10.32
10.33*
10.34
10.35
10.36
10.37
10.38
10.39
Table of Contents
Exhibit No.
Description of Document
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10.56
Table of Contents
Exhibit No.
Description of Document
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Table of Contents
Exhibit No.
Description of Document
10.73
10.74
10.75
10.76*
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21.1*
23.1*
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31.2*
32.1*
32.2*
*
Table of Contents
February 26, 2010
LAS VEGAS SANDS CORP.
/s/
Sheldon G. Adelson
Sheldon G. Adelson,
Chairman of the Board and
Chief Executive Officer
Signature
Title
Date
Chairman of the Board, Chief Executive
February 26, 2010
Officer and Director
President, Chief Operating Officer and Director
February 26, 2010
Director
February 26, 2010
Director
February 26, 2010
Director
February 26, 2010
Director
February 26, 2010
Director
February 26, 2010
Director
February 26, 2010
Senior Vice President and Chief Financial
February 26, 2010
Officer
Chief Accounting Officer and Corporate
February 26, 2010
Controller
Table of Contents
Exhibit No.
Description of Document
Certificate of Amended and Restated Articles of Incorporation of Las Vegas Sands Corp. (incorporated by
reference from Exhibit 3.1 to the Companys Amendment No. 2 to Registration Statement on Form S-1 (Reg.
No. 333-118827) dated November 22, 2004).
Amended and Restated By-laws of Las Vegas Sands Corp. (incorporated by reference from Exhibit 3.2 to the
Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 and filed on November 9,
2007).
Certificate of Designations for Series A 10% Cumulative Perpetual Preferred Stock (incorporated by
reference from Exhibit 3.1 to the Companys Current Report on Form 8-K filed on November 14, 2008).
Operating Agreement of Las Vegas Sands, LLC dated July 28, 2005 (incorporated by reference from Exhibit 3.1
to the Companys Current Report on Form S-3 filed on November 17, 2008).
First Amendment to the Operating Agreement of Las Vegas Sands, LLC dated May 23, 2007 (incorporated by
reference from Exhibit 3.2 to the Companys Current Report on Form S-3 filed on November 17, 2008).
Form of Specimen Common Stock Certificate of Las Vegas Sands Corp. (incorporated by reference from
Exhibit 4.1 to the Companys Amendment No. 2 to Registration Statement on Form S-1 (Reg. No. 333-118827)
dated November 22, 2004).
Indenture, dated as of February 10, 2005, by and between Las Vegas Sands Corp., as issuer, and U.S. Bank
National Association, as trustee (the 6.375% Notes Indenture) (incorporated by reference from Exhibit 4.2
to the Companys Current Report on Form 8-K filed on February 15, 2005).
Supplemental Indenture to the 6.375% Notes Indenture, dated as of February 22, 2005, by and among Las Vegas
Sands, Inc. (n/k/a Las Vegas Sands, LLC), Venetian Casino Resort, LLC, Mall Intermediate Holding Company,
LLC, Lido Intermediate Holding Company, LLC, Lido Casino Resort, LLC, (which was merged into Venetian
Casino Resort, LLC in March 2007), Venetian Venture Development, LLC, Venetian Operating Company, LLC
(which was merged into Venetian Casino Resort, LLC in March 2006), Venetian Marketing, Inc. and Venetian
Transport, LLC, as guarantors, Las Vegas Sands Corp., as issuer and U.S. Bank National Association, as
trustee) (incorporated by reference from Exhibit 4.1 to the Companys Current Report on Form 8-K filed on
February 23, 2005).
Second Supplemental Indenture to the 6.375% Notes Indenture, dated as of May 23, 2007, by and among
Interface Group Nevada, Inc., Lido Casino Resort Holding Company, LLC, Phase II Mall Holding, LLC, Phase II
Mall Subsidiary, LLC, Sands Pennsylvania, Inc. and Palazzo Condo Tower, LLC, as guaranteeing subsidiaries,
the guarantors party to the first supplemental indenture, Las Vegas Sands Corp., as issuer, and U.S. Bank
National Association, as trustee (incorporated by reference from Exhibit 4.1 to the Companys Quarterly
Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007).
Indenture, dated as of September 30, 2008, between Las Vegas Sands Corp. and U.S. Bank National
Association, as trustee Convertible Notes Indenture (incorporated by reference from Exhibit 4.1 to the
Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 and filed on November 10,
2008).
First Supplemental Indenture, dated as of September 30, 2008, between Las Vegas Sands Corp. and U.S. Bank
National Association, as trustee to the Convertible Notes Indenture (incorporated by reference from
Exhibit 4.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 and
filed on November 10, 2008).
Form of Indenture to be entered into by the Company and U.S. Bank National Association, as trustee (the
Senior Debt Security Indenture) (incorporated by reference from Exhibit 4.4 to the Companys Registration
Statement on Form S-3 ASR (Reg. No. 33-155100) filed on November 6, 2008).
Form of Indenture to be entered into among the Company, Las Vegas Sands, LLC and U.S. Bank National
Association, as trustee (the Senior Guaranteed Debt Security Indenture) (incorporated by reference from
Exhibit 4.7 to the Companys Registration Statement on Form S-3 POSASR (Reg. No. 333-155100) filed on
November 17, 2008).
Form of Indenture to be entered into by the Company and U.S. Bank National Association, as trustee (the
Subordinated Indenture) (incorporated by reference from Exhibit 4.5 to the Companys Registration
Statement on Form S-3 ASR (Reg. No. 333-155100) filed on November 6, 2008).
Warrant Agreement, dated as of November 14, 2008, between Las Vegas Sands Corp. and U.S. Bank National
Association, as warrant agent (incorporated by reference from Exhibit 10.1 to the Companys Current Report
on Form 8-K filed on November 14, 2008).
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 JP Morgan Chase Bank, as documentation agent (incorporated by
reference from Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30,
2007 and filed on August 9, 2007).
Table of Contents
Exhibit No.
Description of Document
First Amendment to Credit and Guaranty Agreement, dated as of April 15, 2009, among Las Vegas Sands Corp.,
Las Vegas Sands, LLC, certain domestic subsidiaries as guarantors, The Bank of Nova Scotia, as
administrative agent for lenders and Goldman Sachs Lending Partners LLC, as sub-agent and auction manager
(incorporated by reference from Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter
ended March 31, 2009 and filed on May 11, 2009).
Security Agreement, dated as of May 23, 2007, between each of the parties named as a grantor therein and
The Bank of Nova Scotia, as collateral agent for the secured parties, as defined therein (incorporated by
reference from Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30,
2007 and filed on August 9, 2007).
Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture
Filing made by Phase II Mall Subsidiary, LLC, as trustor, as of May 23, 2007 in favor of First American
Title Insurance Company, as trustee, for the benefit of The Bank of Nova Scotia, in its capacity as
collateral agent, as beneficiary (incorporated by reference from Exhibit 10.6 to the Companys Quarterly
Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007).
Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture
Filing made by Las Vegas Sands, LLC, as trustor, as of May 23, 2007 in favor of First American
Title Insurance Company, as trustee, for the benefit of The Bank of Nova Scotia, in its capacity as
collateral agent, as beneficiary (incorporated by reference from Exhibit 10.7 to the Companys Quarterly
Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007).
Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture
Filing made by Venetian Casino Resort, LLC, as trustor, as of May 23, 2007 in favor of First American
Title Insurance Company, as trustee, for the benefit of The Bank of Nova Scotia, in its capacity as
collateral agent, as beneficiary (incorporated by reference from Exhibit 10.8 to the Companys Quarterly
Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007).
Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture
Filing made by Venetian Casino Resort, LLC and Las Vegas Sands, LLC, jointly and severally as trustors, as
of May 23, 2007 in favor of First American Title Insurance Company, as trustee, for the benefit of The Bank
of Nova Scotia, in its capacity as collateral agent, as beneficiary (incorporated by reference from
Exhibit 10.9 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed
on August 9, 2007).
Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture
Filing made by Interface Group-Nevada, Inc., as trustor, as of May 23, 2007 in favor of First American
Title Insurance Company, as trustee, for the benefit of The Bank of Nova Scotia, in its capacity as
collateral agent, as beneficiary (incorporated by reference from Exhibit 10.10 to the Companys Quarterly
Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007).
Amended and Restated FF&E Credit and Guarantee Agreement, dated as of August 21, 2007, by and among Las
Vegas Sands, LLC, as the borrower, certain affiliates of the borrower as guarantors, the lenders party
thereto from time to time, General Electric Capital Corporation, as administrative agent for the lenders
and as collateral agent and GE Capital Markets, Inc., as lead arranger and book runner (incorporated by
reference from Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended
September 30, 2007 and filed on November 9, 2007).
Amended and Restated Security Agreement, dated as of August 21, 2007, between each of the grantors party
thereto and General Electric Capital Corporation, as collateral agent for the secured parties (incorporated
by reference from Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended
September 30, 2007 and filed on November 9, 2007).
Indemnity Agreement, dated as of August 25, 2000, by and among Las Vegas Sands, Inc., Venetian Casino
Resort, LLC, Grand Canal Shops Mall Subsidiary, LLC, Grand Canal Shops Mall Construction, LLC, Grand Canal
Shops Mall, LLC, Interface Group Holding Company, and American Insurance Companies (of which American Home
Assurance Company is a member company) (incorporated by reference from Exhibit 10.8 to Las Vegas Sands,
Inc.s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 and filed on August 14, 2002).
Energy Services Agreement, dated as of November 14, 1997, by and between Atlantic Pacific Las Vegas, LLC
and Venetian Casino Resort, LLC (incorporated by reference from Exhibit 10.3 to Amendment No. 2 to Las
Vegas Sands, Inc.s Registration Statement on Form S-4 (File No. 333-42147) dated March 27, 1998).
Energy Services Agreement Amendment No. 1, dated as of July 1, 1999, by and between Atlantic Pacific Las
Vegas, LLC and Venetian Casino Resort, LLC (incorporated by reference from Exhibit 10.8 to Las Vegas Sands,
Inc.s Annual Report on Form 10-K for the year ended December 31, 1999 and filed on March 30, 2000).
Energy Services Agreement Amendment No. 2, dated as of July 1, 2006, by and between Atlantic Pacific Las
Vegas, LLC and Venetian Casino Resort, LLC (incorporated by reference from Exhibit 10.77 to the Companys
Annual Report on Form 10-K for the year ended December 31, 2006 and filed on February 28, 2007).
Table of Contents
Exhibit No.
Description of Document
Energy Services Agreement, dated as of November 14, 1997, by and between Atlantic-Pacific Las Vegas, LLC
and Interface Group-Nevada, Inc. (incorporated by reference from Exhibit 10.8 to Amendment No. 1 of the
Companys Registration Statement on Form S-1 (Reg. No. 333-118827) dated October 25, 2004).
Energy Services Agreement Amendment No. 1, dated as of July 1, 1999, by and between Atlantic-Pacific Las
Vegas, LLC and Interface Group-Nevada, Inc. (incorporated by reference from Exhibit 10.9 to the Companys
Amendment No. 1 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated October 25, 2004).
Amended and Restated Services Agreement, dated as of November 14, 1997, by and among Las Vegas Sands, Inc.,
Venetian Casino Resort, LLC, Interface Group Holding Company, Inc., Interface Group-Nevada, Inc., Lido
Casino Resort MM, Inc., Grand Canal Shops Mall MM Subsidiary, Inc. and certain subsidiaries of Venetian
Casino Resort, LLC named therein (incorporated by reference from Exhibit 10.15 to Amendment No. 1 to Las
Vegas Sands, Inc.s Registration Statement on Form S-4 (File No. 333-42147) dated February 12, 1998).
Assignment and Assumption Agreement, dated as of November 8, 2004, by and among Las Vegas Sands, Inc.,
Venetian Casino Resort, LLC, Interface Group Holding Company, Inc., Interface Group-Nevada, Inc., Interface
Operations LLC, Lido Casino Resort MM, Inc., Grand Canal Shops Mall MM Subsidiary, Inc. and certain
subsidiaries of Venetian Casino Resort, LLC named therein (incorporated by reference from Exhibit 10.52 to
the Companys Amendment No. 2 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated
November 22, 2004).
Construction Agency Agreement, dated as of November 14, 1997, by and between Venetian Casino Resort, LLC
and Atlantic Pacific Las Vegas, LLC (incorporated by reference from Exhibit 10.21 to Amendment No. 2 to Las
Vegas Sands, Inc.s Registration Statement on Form S-4 (File No. 333-42147) dated March 27, 1998).
Sands Resort Hotel and Casino Agreement, dated as of February 18, 1997, by and between Clark County and Las
Vegas Sands, Inc. (incorporated by reference from Exhibit 10.27 to Amendment No. 1 to Las Vegas Sands,
Inc.s Registration Statement on Form S-4 (File No. 333-42147) dated February 12, 1998).
Addendum to Sands Resort Hotel and Casino Agreement, dated as of September 16, 1997, by and between Clark
County and Las Vegas Sands, Inc. (incorporated by reference from Exhibit 10.20 to the Companys Amendment
No. 1 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated October 25, 2004).
Improvement Phasing Agreement by and between Clark County and Lido Casino Resort, LLC (incorporated by
reference from Exhibit 10.21 to the Companys Amendment No. 1 to Registration Statement on Form S-1 (Reg.
No. 333-118827) dated October 22, 2004).
Amended and Restated Las Vegas Sands, Inc. 1997 Fixed Stock Option Plan (the 1997 Stock Option Plan)
(incorporated by reference from Exhibit 10.10 to Las Vegas Sands, Inc.s Quarterly Report on Form 10-Q for
the quarter ended June 30, 2002 and filed on August 14, 2002).
First Amendment to the 1997 Stock Option Plan, dated June 4, 2002 (incorporated by reference from
Exhibit 10.11 to Las Vegas Sands, Inc.s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002
and filed on August 14, 2002).
Assumption Agreement, dated as of January 2, 2002, by Sheldon G. Adelson with respect to the 1997 Stock
Option Plan (incorporated by reference from Exhibit 10.5 to Las Vegas Sands, Inc.s Quarterly Report on
Form 10-Q for the quarter ended March 31, 2002 and filed on May 8, 2002).
Assumption Agreement, dated as of July 15, 2004, by Las Vegas Sands, Inc. with respect to the 1997 Stock
Option Plan (incorporated by reference from Exhibit 10.25 to the Companys Registration Statement on
Form S-1 (Reg. No. 333-118827) dated September 3, 2004).
Assignment and Assumption Agreement, dated as of December 20, 2004, by and among Las Vegas Sands, Inc., Las
Vegas Sands Corp. and Sheldon G. Adelson (incorporated by reference from Exhibit 10.27 to the Companys
Current Report on Form 8-K filed on April 4, 2005).
Table of Contents
Exhibit No.
Description of Document
Employment Agreement, dated as of July 10, 2009, among Las Vegas Sands Corp., Las Vegas Sands, LLC and
Robert G. Goldstein (incorporated by reference from Exhibit 10.1 to the Companys Quarterly Report on Form
10-Q for the quarter ended June 30, 2009 and filed on August 7, 2009).
Employment Agreement, dated as of November 18, 2004, by and among Las Vegas Sands Corp., Las Vegas Sands,
Inc. and Sheldon G. Adelson (incorporated by reference from Exhibit 10.36 to the Companys Amendment No. 2
to Registration Statement on Form S-1 (Reg. No. 333-118827) dated November 22, 2004).
Amendment No. 1 to Employment Agreement, dated as of December 31, 2008, by and among Las Vegas Sands Corp.,
Las Vegas Sands, LLC (f/k/a Las Vegas Sands, Inc.) and Sheldon G.
Adelson (incorporated by reference from Exhibit 10.35 to the Companys
Annual Report on Form 10-K for the year ended December 31,
2008 and filed on March 2, 2009).
Employment Agreement, dated as of December 1, 2008 between Las Vegas Sands Corp. and Kenneth J. Kay (incorporated by reference from Exhibit 10.36 to the Companys
Annual Report on Form 10-K for the year ended December 31, 2008 and filed on March 2, 2009).
*
Letter Agreement, dated January 18, 2010, between Las Vegas Sands Corp. and Kenneth J. Kay.
Employment Agreement, dated as of March 11, 2009, among Las Vegas Sands Corp., Las Vegas Sands, LLC and
Michael A. Leven (incorporated by reference from Exhibit 10.2 to the Companys Quarterly Report on
Form 10-Q for the quarter ended March 31, 2009 and filed on May 11, 2009).
Amendment to Employment Agreement, effective as of October 1, 2009, between Las Vegas Sands Corp. and
Michael Quartieri (incorporated by reference from Exhibit 10.1 to the Companys Quarterly Report on Form
10-Q for the quarter ended September 30, 2009 and filed on November 9, 2009).
Concession Contract for Operating Casino Games of Chance or Games of Other Forms in the Macao Special
Administrative Region, June 26, 2002, by and among the Macao Special Administrative Region and Galaxy
Casino Company Limited (incorporated by reference from Exhibit 10.40 to Las Vegas Sands, Inc.s Form 10-K
for the year ended December 31, 2002 and filed on March 31, 2003).
Subconcession Contract for Operating Casino Games of Chance or Games of Other Forms in the Macao Special
Administrative Region, dated December 19, 2002, between Galaxy Casino Company Limited, as concessionaire,
and Venetian Macau S.A., as subconcessionaire (incorporated by reference from Exhibit 10.65 to the
Companys Amendment No. 5 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated December 10,
2004).
Land Concession Agreement, dated as of December 10, 2003, relating to the Sands Macao between the Macao
Special Administrative Region and Venetian Macau Limited (incorporated by reference from Exhibit 10.39 to
the Companys Amendment No. 1 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated October 25,
2004).
Amendment, published on April 22, 2008, to Land Concession Agreement, dated as of December 10, 2003,
relating to the Sands Macao between the Macau Special Administrative Region and Venetian Macau Limited
(incorporated by reference from Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarter
ended March 31, 2008 and filed on May 9, 2008).
Land Concession Agreement, dated as of February 23, 2007, relating to the Venetian Macao, Four Seasons
Macao and Site 3 among the Macau Special Administrative Region, Venetian Cotai Limited and Venetian Macau
Limited (incorporated by reference from Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the
quarter ended March 31, 2007 and filed on May 10, 2007).
Amendment published on October 28, 2008, to Land Concession Agreement between Macau Special Administrative
Region and Venetian Cotai Limited (incorporated by reference from Exhibit 10.5 to the Companys Quarterly
Report on Form 10-Q for the quarter ended September 30, 2008 and filed on November 10, 2008).
Purchase and Sale Agreement, dated April 12, 2004, by and among Grand Canal Shops Mall Subsidiary, LLC,
Grand Canal Shops Mall MM Subsidiary, Inc. and GGP Limited Partnership (incorporated by reference from
Exhibit 10.1 to Las Vegas Sands, Inc.s Current Report on Form 8-K filed on April 16, 2004).
Agreement, made as of April 12, 2004, by and between Lido Casino Resort, LLC and GGP Limited Partnership
(incorporated by reference from Exhibit 10.2 to Las Vegas Sands, Inc.s Current Report on Form 8-K filed on
April 16, 2004).
Assignment and Assumption of Agreement and First Amendment to Agreement, dated September 30, 2004, made by
Lido Casino Resort, LLC, as assignor, to Phase II Mall Holding, LLC, as assignee, and to GGP Limited
Partnership, as buyer (incorporated by reference from Exhibit 10.60 to the Companys Amendment No. 1 to
Registration Statement on Form S-1 (Reg. No. 333-118827) dated October 25, 2004).
Second Amendment, dated as of January 31, 2008, to Agreement dated as of April 12, 2004 and amended as of
September 30, 2004, by and among Venetian Casino Resort, LLC, as successor-by-merger to Lido Casino Resort,
LLC, Phase II Mall Holding, LLC, as successor-in-interest to Lido Casino Resort, LLC, and GGP Limited
Partnership (incorporated by reference from Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for
the quarter ended March 31, 2008 and filed on May 9, 2008).
Table of Contents
Exhibit No.
Description of Document
Second Amended and Restated Registration Rights Agreement, dated as of November 14, 2008, by and among Las
Vegas Sands Corp., Dr. Miriam Adelson and the other Adelson Holders (as defined therein) that are party to
the agreement from time to time (incorporated by reference from Exhibit 10.2 to the Companys Current
Report on Form 8-K filed on November 14, 2008).
Investor Rights Agreement, dated as of September 30, 2008, by and between Las Vegas Sands Corp. and the
Investor named therein (incorporated by reference from Exhibit 10.3 to the Companys Quarterly Report on
Form 10-Q for the quarter ended September 30, 2008 and filed on November 10, 2008).
Form of Notice of Restricted Stock Award under the Las Vegas Sands Corp. 2004 Equity Award Plan
(incorporated by reference from Exhibit 10.40 to the Companys Annual Report on Form 10-K for the year
ended December 31, 2005 and filed on March 2, 2006).
Las Vegas Sands Corp. 2004 Equity Award Plan (incorporated by reference from Exhibit 10.41 to the Companys
Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 and filed on May 16, 2005).
Las Vegas Sands Corp. Executive Cash Incentive Plan (incorporated by reference from Exhibit 10.42 to the
Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 and filed on May 16, 2005).
Agreement, dated as of July 8, 2004, by and between Sheldon G. Adelson and Las Vegas Sands, Inc.
(incorporated by reference from Exhibit 10.47 to the Companys Registration Statement on Form S-1 (Reg.
No. 333-118827) dated September 3, 2004).
Venetian Hotel Service Agreement, dated as of June 28, 2001, by and between Venetian Casino Resort, LLC and
Interface Group-Nevada, Inc. d/b/a Sands Expo and Convention Center (incorporated by reference from
Exhibit 10.49 to the Companys Amendment No. 2 to Registration Statement on Form S-1 (Reg. No. 333-118827)
dated November 22, 2004).
First Amendment to Venetian Hotel Service Agreement, dated as of June 28, 2004, by and between Venetian
Casino Resort, LLC and Interface Group-Nevada, Inc. d/b/a Sands Expo and Convention Center (incorporated by
reference from Exhibit 10.50 to the Companys Registration Statement on Form S-1 (Reg. No. 333-118827)
dated September 3, 2004).
Tax Indemnification Agreement, dated as of December 17, 2004, by and among Las Vegas Sands Corp., Las Vegas
Sands, Inc. and the stockholders named therein (incorporated by reference from Exhibit 10.56 to the
Companys Current Report on Form 8-K filed on April 4, 2005).
Las Vegas Sands Corp. Deferred Compensation Plan (incorporated by reference from Exhibit 10.63 to the
Companys Amendment No. 2 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated November 22,
2004).
Form of Restricted Stock Award Agreements under the 2004 Equity Award Plan (incorporated by reference from
Exhibit 10.70 to the Companys Amendment No. 4 to Registration Statement on Form S-1 (Reg. No. 333-118827)
dated December 8, 2004).
Form of Stock Option Agreements under the 2004 Equity Award Plan (incorporated by reference from
Exhibit 10.71 to the Companys Amendment No. 4 to Registration Statement on Form S-1 (Reg. No. 333-118827)
dated December 8, 2004).
Aircraft Time Sharing Agreement, dated as of November 6, 2009 and effective as of January 1, 2009, between
Las Vegas Sands Corp. and Interface Operations, LLC (incorporated by reference from Exhibit 10.2 to the
Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 and filed on November 9,
2009).
Aircraft Time Sharing Agreement, dated as of November 6, 2009 and effective as of January 1, 2009, between
Interface Operations, LLC and Las Vegas Sands Corp. (incorporated by reference from Exhibit 10.3 to the
Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 and filed on November 9,
2009).
Aircraft Time Sharing Agreement, dated as of November 6, 2009 and effective as of January 1, 2009, between
Las Vegas Sands Corp. and Interface Operations, LLC (incorporated by reference from Exhibit 10.4 to the
Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 and filed on November 9,
2009).
Aircraft Time Sharing Agreement, dated as of November 6, 2009 and effective as of January 1, 2009, between
Interface Operations, LLC and Las Vegas Sands Corp. (incorporated by reference from Exhibit 10.5 to the
Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 and filed on November 9,
2009).
Aircraft Time Sharing Agreement, dated as of November 6, 2009 and effective as of January 1, 2009, between
Interface Operations Bermuda, LTD and Las Vegas Sands Corp. (incorporated by reference from Exhibit 10.6 to
the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 and filed on November
9, 2009).
Amended Aircraft Interchange Agreement, dated as of May 23, 2007, by and between Interface Operations LLC
and Las Vegas Sands Corp. (incorporated by reference from Exhibit 10.1 to the Companys Quarterly Report on
Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007).
Table of Contents
Exhibit No.
Description of Document
Aircraft Time Share Agreement, dated as of May 23, 2007, by and between Interface Operations LLC and Las
Vegas Sands Corp. (incorporated by reference from Exhibit 10.2 to the Companys Quarterly Report on
Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007).
Aircraft Time Sharing Agreement, dated as of January 1, 2005, by and between Interface Operations LLC and
Las Vegas Sands Corp. (incorporated by reference from Exhibit 10.3 to the Companys Quarterly Report on
Form 10-Q for the quarter ended September 30, 2005 and filed November 14, 2005).
Aircraft Time Sharing Agreement, dated as of June 18, 2004, by and between Interface Operations LLC and Las
Vegas Sands, Inc. (incorporated by reference from Exhibit 10.48 to the Companys Amendment No. 1 to
Registration Statement on Form S-1 (Reg. No. 333-118827) dated October 25, 2004).
Form of Notice of Grant of Stock Option under the Las Vegas Sands Corp. 2004 Equity Award Plan
(incorporated by reference from Exhibit 10.65 to the Companys Quarterly Report on Form 10-K for the year
ended December 31, 2005 and filed on March 2, 2006).
Credit Agreement, dated as of May 25, 2006, by and among VML US Finance LLC, Venetian Macau Limited, the
financial institutions listed therein as lenders, The Bank of Nova Scotia, Banco Nacional Ultramarino,
S.A., Sumitomo Mitsui Banking Corporation, Goldman Sachs Credit Partners L.P., Lehman Brothers Inc. and
Citigroup Global Markets, Inc. (incorporated by reference from Exhibit 10.1 to the Companys Quarterly
Report on Form 10-Q for the quarter ended June 30, 2006 and filed on August 9, 2006).
Disbursement Agreement, dated as of May 25, 2006, by and among VML US Finance LLC, Venetian Cotai Limited,
Venetian Macau Limited and The Bank of Nova Scotia (incorporated by reference from Exhibit 10.2 to the
Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 and filed on August 9, 2006).
First Amendment to Credit Agreement and Disbursement Agreement, dated as of March 5, 2007, among Venetian
Macau Limited, VML US Finance LC, Venetian Cotai Limited and The Bank of Nova Scotia, as administrative
agent and disbursement agent (incorporated by reference from Exhibit 10.1 to the Companys Quarterly Report
on Form 10-Q for the quarter ended March 31, 2007 and filed on May 10, 2007).
First Amendment to Disbursement Agreement, dated as of March 5, 2007, among VML US Finance LLC, Venetian
Cotai Limited, Venetian Macau Limited and The Bank of Nova Scotia, as disbursement agent and bank agent.
(incorporated by reference from Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter
ended March 31, 2007 and filed on May 10, 2007).
Second Amendment to Credit Agreement, dated as of August 12, 2009, by and among VML US Finance LLC,
Venetian Macau Limited and The Bank of Nova Scotia, as administrative agent for the Lenders and the Loan
Parties party thereto (incorporated by reference from Exhibit 10.7 to the Companys Quarterly Report on
Form 10-Q for the quarter ended September 30, 2009 and filed on November 9, 2009).
Facility Agreement, dated as of December 28, 2007, among Marina Bay Sands Pte. Ltd., as borrower, Goldman
Sachs Foreign Exchange (Singapore) Pte., DBS Bank Ltd., UOB Asia Limited, Oversea-Chinese Banking
Corporation Limited, as coordinators, and DBS Bank Ltd., as technical bank, agent and security trustee
(incorporated by reference from Exhibit 10.59 to the Companys Annual Report on Form 10-K for year ended
December 31, 2007 and filed on February 29, 2008).
Sponsor Support Agreement, dated as of December 28, 2007, among Las Vegas Sands Corp., as sponsor, Sands
Mauritius Holdings and MBS Holdings Pte. Ltd., as holding company, Marina Bay Sands Pte. Ltd., as borrower
and DBS Bank Ltd., as security trustee (incorporated by reference from Exhibit 10.60 to the Companys
Annual Report on Form 10-K for year ended December 31, 2007 and filed on February 29, 2008).
Development Agreement, dated August 23, 2006, between the Singapore Tourism Board and Marina Bay Sands Pte.
Ltd. (incorporated by reference from Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the
quarter ended September 30, 2006 and filed on November 9, 2006).
*
Supplement to Development Agreement, dated December 11, 2009, by and between Singapore Tourism Board and
Marina Bay Sands PTE. LTD.
Fourth Amended and Restated Reciprocal Easement, Use and Operating Agreement, dated as of February 29,
2008, by and among Interface Group Nevada, Inc., Grand Canal Shops II, LLC, Phase II Mall Subsidiary,
LLC, Venetian Casino Resort, LLC, and Palazzo Condo Tower, LLC (incorporated by reference from Exhibit 10.1
to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 and filed on May 9,
2008).
Form of Restricted Stock Award Agreement (incorporated by reference from Exhibit 10.1 to the Companys
Current Report on Form 8-K filed on February 9, 2007).
First Amendment, dated as of February 5, 2007, to the Las Vegas Sands Corp. 2004 Equity Award Plan
(incorporated by reference from Exhibit 10.76 to the Companys Annual Report on Form 10-K for the year
ended December 31, 2006 and filed on February 28, 2007).
Table of Contents
Exhibit No.
Description of Document
Form of Nonqualified Stock Option Agreement under the Companys 2004 Equity Award Plan (incorporated by
reference from Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30,
2009 and filed August 7, 2009).
Convertible Note Purchase Agreement, dated as of September 30, 2008, between Las Vegas Sands Corp. and
Dr. Miriam Adelson (incorporated by reference from Exhibit 10.1 to the Companys Quarterly Report on
Form 10-Q for the quarter ended September 30, 2008 and filed on November 10, 2008).
Note Conversion and Securities Purchase Agreement, dated as of November 10, 2008, between Las Vegas Sands
Corp. and Dr. Miriam Adelson (incorporated by reference from Exhibit 1.2 to the Companys Current Report on
Form 8-K filed on November 14, 2008).
Amendment to Note Conversion and Securities Purchase Agreement, dated as of November 10, 2008, between Las
Vegas Sands Corp. and Dr. Miriam Adelson (incorporated by reference from Exhibit 1.3 to the Companys
Current Report on Form 8-K filed on November 14, 2008).
*
Subsidiaries of Las Vegas Sands Corp.
*
Consent of PricewaterhouseCoopers LLP.
*
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*
Certification of Chief Executive Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*
Certification of Chief Financial Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*
Sincerely,
|
||||
By: | /s/ Sheldon G. Adelson | |||
Name: | Sheldon G. Adelson | |||
Chairman and Chief Executive Officer | ||||
By:
|
/s/ Kenneth J. Kay
Title: Senior Vice President & Chief Financial Officer |
|
ALLEN & GLEDHILL LLP | |
|
ONE MARINA BOULEVARD #28-00 | |
|
SINGAPORE 018989 |
Contents | Page | |||
|
||||
1. Interpretation
|
1 | |||
|
||||
2. Operative Date
|
3 | |||
|
||||
3. Surrender Areas
|
4 | |||
|
||||
4. Additional State Land
|
5 | |||
|
||||
5. Provision of Information
|
9 | |||
|
||||
6. Amendments to the Principal Agreement
|
10 | |||
|
||||
7. Security Deposit
|
15 | |||
|
||||
8. Planning Parameters
|
16 | |||
|
||||
9. Permitted Use
|
16 | |||
|
||||
10. Completion Time Lines
|
17 | |||
|
||||
11. Determination of Lease
|
19 | |||
|
||||
12. Additional Provisions
|
19 | |||
|
||||
13. Lease
|
21 | |||
|
||||
14. Costs Expenses and Stamp Fees
|
28 | |||
|
||||
15. Contracts (Rights of Third Parties) Act (Chapter 53B)
|
28 | |||
|
||||
16. Governing Law and Jurisdiction
|
29 | |||
|
||||
Appendix 1
(Annexure A Clause 3.3.2)
|
30 | |||
|
||||
Appendix 2 (Annexure A Clause 4.2.3(ii))
|
31 | |||
|
||||
Appendix 3 (Plan of the Additional State Land)
|
32 | |||
|
||||
Appendix 4 (Plan of Surrender Areas)
|
33 | |||
|
||||
Appendix 5 (Annexure D Accepted Proposal)
|
34 | |||
|
||||
Appendix 6 (Form of Amendment to Bankers Guarantee)
|
35 | |||
|
||||
Appendix 7 (Annexure E Accepted Proposal Plan showing location of Foundation for Pedestrian
Bridge)
|
38 | |||
|
||||
Appendix 8 (Annexure F Accepted Proposal Plan showing location of Staircases and Platform)
|
39 | |||
|
||||
Schedule (Components of the IR and Component Finish Dates)
|
42 |
i
(1) |
SINGAPORE TOURISM BOARD
, a body corporate established under the Singapore Tourism Board Act
(Chapter 305B) and having its office at No. 1 Orchard Spring Lane, Tourism Court, Singapore
247729 (hereinafter called the
Lessor
); and
|
(2) |
MARINA BAY SANDS PTE. LTD.
, a company incorporated in the Republic of Singapore (Company
Registration Number 200507292R) and having its registered office at 4 Shenton Way #17-01 SGX
Centre 2, Singapore 068807 (hereinafter called the
Lessee
).
|
(A) |
By a Development Agreement dated 23 August 2006 (hereinafter called the
Principal
Agreement
) made between the Lessor and the Lessee, the Lessor has agreed to grant, and the
Lessee has agreed to take, a lease of the Land (as defined in the Principal Agreement) for a
term of sixty (60) years less one day commencing from 23 August 2006, upon the terms and
conditions contained in the Principal Agreement and the Lease (as defined in the Principal
Agreement).
|
(B) |
The Lessor and the Lessee are desirous of entering into this Supplemental Agreement for the
purpose of making certain amendments and variations to, and supplementing, the Principal
Agreement and the Lease, as more particularly provided in this Supplemental Agreement.
|
1. |
Interpretation
|
1.1 |
Definitions
: In this Supplemental Agreement, unless there is something in the subject or
context inconsistent therewith:
|
|
Additional State Land
means that part of Lot 276X of Town Subdivision 30 with a site area
of 230.8 square metres as shown edged in red on the plan attached to this Supplemental
Agreement as
Appendix 3
.
|
||
Additional State Land Payment
has the meaning ascribed to it in Clause 4.1.1(ii)(b) of
this Supplemental Agreement.
|
||
Additional State Land SLA Letter
means the letter dated 24 June 2008 issued by the SLA to
the Lessor.
|
||
Alienation Notice
has the meaning ascribed to it in Clause 4.2.2 of this Supplemental
Agreement.
|
||
Amendment to Bankers Guarantees
means the amendment to the Bankers Guarantees to be
executed by each of the Issuing Banks in the form set forth in
Appendix 6
attached to this
Supplemental Agreement.
|
- 1 -
Bankers Guarantees
means collectively:
|
(i) |
Bankers Guarantee No. 550-02-0532474 for S$115,562,718 dated 14 January 2008
and issued by DBS Bank Ltd. in favour of the Lessor;
|
(ii) |
Bankers Guarantee No. LG5TF81001588 for S$19,260,453 dated 14 January 2008
and issued by Oversea-Chinese Banking Corporation Limited in favour of the Lessor; and
|
(iii) |
Bankers Guarantee No. 1CMPG073723 for S$57,781,359 dated 14 January 2008
and issued by United Overseas Bank Limited in favour of the Lessor,
|
and
Bankers Guarantee
means any of them.
|
||
Bridge Abutment Structure
means the bridge abutment structure to be constructed by the
Lessee within MBS(A) for the pedestrian bridge to be constructed by the URA across the
channel of water currently known as Marina Channel.
|
||
Designated Stratum above RL 95.00M
means the subterranean stratum set above RL 95.00m
within MBS(A) where the Bridge Abutment Structure is located.
|
||
Designated Stratum below RL 95.00M
means the subterranean stratum set below RL 95.00m
within MBS(A).
|
||
Issuing Banks
means DBS Bank Ltd., Oversea-Chinese Banking Corporation Limited and United
Overseas Bank Limited, and
Issuing Bank
means any of them.
|
||
MBS(A)
means that part of the Additional State Land with an area of 32.54 square metres
marked MBS(A) on the plan attached to this Supplemental Agreement as
Appendix 3
.
|
||
MBS(B)
means that part of the Additional State Land with an area of 198.26 square metres
marked MBS(B) on the plan attached to this Supplemental Agreement as
Appendix 3
.
|
||
Operative Date
has the meaning ascribed to it in Clause 2.1 of this Supplemental
Agreement.
|
||
Parties
means the Lessor and the Lessee, and
Party
means either of them.
|
||
President
means the President of the Republic of Singapore and his successors-in-office.
|
||
SLA
means the Singapore Land Authority.
|
||
Surrender Areas
means, collectively, the subterranean lots edged in red and identified as
Parcel A2 and Parcel A3 on the plan attached to this Supplemental Agreement as
Appendix 4
.
|
- 2 -
1.2 |
Defined Terms
: All terms and references used in the Principal Agreement and which are defined
or construed in the Principal Agreement but are not defined or construed in this Supplemental
Agreement shall have the same meaning and construction in this Supplemental Agreement.
|
|
1.3 |
Terms Defined in Glossary of Terms
: The definitions contained in the Glossary of Terms as set
out in Annex A of the RFP shall, where the context so requires, apply to this Supplemental
Agreement.
|
|
1.4 |
Headings
: In this Supplemental Agreement, headings are for convenience of reference only and
do not affect interpretation and where an expression is defined in this Supplemental Agreement
or the Principal Agreement, another part of speech or grammatical form of that expression has
a corresponding meaning.
|
|
1.5 |
Appendices and Schedule
: Appendices 1 to 8 and the Schedule attached to this Supplemental
Agreement shall be taken, read and construed as parts of the Principal Agreement.
|
|
2. |
Operative Date
|
|
2.1 |
Applicable Date
: The Parties hereby agree that the amendments, variations and supplements to
the Principal Agreement as more particularly provided in this Supplemental Agreement shall
take effect on the date of this Supplemental Agreement (hereinafter called the
Operative
Date
).
|
|
2.2 |
Amendment to Bankers Guarantees
: The Lessee shall, concurrently upon the Lessees execution
of this Supplemental Agreement, provide to the Lessor the Amendment to Bankers Guarantees
duly executed by each of the Issuing Banks.
|
|
2.3 |
Construction of Principal Agreement and Supplemental Agreement
: The Principal Agreement and
this Supplemental Agreement shall be read and construed as one document and this Supplemental
Agreement shall be considered to be part of the Principal Agreement and, without prejudice to
the generality of the foregoing, where the context so allows:
|
2.3.1 |
references in the Principal Agreement to
this Agreement
, howsoever
expressed, shall be read and construed as references to the Principal Agreement as
amended, varied and/or supplemented by this Supplemental Agreement; and
|
2.3.2 |
references in the Lease to the Development Agreement, howsoever expressed,
shall be read and construed as references to the Principal Agreement as amended,
varied and/or supplemented by this Supplemental Agreement.
|
2.4 |
Terms of Principal Agreement
: Subject to the amendments, variations and supplements to the
Principal Agreement as provided in this Supplemental Agreement, all of the terms and
conditions of the Principal Agreement are hereby confirmed and shall remain in full force and
effect.
|
- 3 -
3. |
Surrender Areas
|
3.1 |
Requirement for Surrender
: The Lessee hereby agrees and acknowledges that:
|
3.1.1 |
the Surrender Areas have been approved by the Competent Authorities on 26
October 2007 to be incorporated into the Land Transport Authoritys railway area for
the Downtown Line Stage 1 and in view of the Surrender Areas being required for a
public purpose, the provisions of clause 19.1 of the Principal Agreement apply; and
|
3.1.2 |
pursuant to the provisions of clause 19.1 of the Principal Agreement, the
Lessee is required to surrender the Surrender Areas to the Lessor free of payment.
|
3.2 |
Agreement by Lessee
: The Lessee hereby further agrees and acknowledges that in view of the
surrender of the Surrender Areas:
|
3.2.1 |
the Surrender Areas shall, with effect from 16 June 2009, cease to form part
of the Land to be leased to the Lessee and the Lessor shall not be required to pay to
the Lessee any compensation, fee or charge to the Lessee on account of the foregoing;
and
|
3.2.2 |
the Lessee shall, by no later than 30 days after the Operative Date, furnish
to the Lessor:
|
(i) |
evidence that the Surrender Areas have been discharged or
released from all encumbrances created by the Lessee in favour of its
mortgagee; and
|
(ii) |
copy of the withdrawal of caveat lodged by the Lessee in
respect of the Surrender Areas.
|
3.3 |
Definition of Land
: The Parties hereby agree that:
|
3.3.1 |
the definition of
Land
appearing in clause 1.1 of the Principal Agreement
shall, with effect from the Operative Date and until the date of the Alienation
Notice, be deleted in its entirety and substituted with the following new definition:
|
(i) |
such stratum of subterranean space in Parcel A4 and Parcel
A5;
|
||
(ii) |
such stratum of air space in Parcel A6;
|
||
(iii) |
such strata of air and subterranean space in Parcel A7; and
|
||
(iv) |
part of the foreshore and sea-bed within Parcel AW1 and Parcel AW2,
|
- 4 -
3.3.2 |
Annexure
A
referred to in the Principal Agreement and this Supplemental
Agreement shall, with effect from the Operative Date and until the date of the
Alienation Notice, mean and refer to the Annexure
A
attached to this Supplemental
Agreement as
Appendix 1
.
|
4. |
Additional State Land
|
|
4.1 |
Acknowledgment by Parties
:
|
4.1.1 |
The Parties hereby confirm and acknowledge that:
|
(i) |
at the request of the Lessee, the Lessor has applied to the
President to alienate the Additional State Land to the Lessor; and
|
||
(ii) |
pursuant to the Additional State Land SLA Letter:
|
(a) |
the SLA has informed the Lessor that the SLA
is prepared to recommend to the President, the alienation of the
Additional State Land to the Lessor on the terms and conditions as set
out in Annex A to the Additional State Land SLA Letter; and
|
(b) |
the Lessee has, at the request of the Lessor,
made payment of the sum of S$321,870.00 (hereinafter called the
Additional State Land Payment
) payable by the Lessor to the
Commissioner of Lands, SLA pursuant to the terms of the Additional
State Land SLA Letter.
|
4.1.2 |
The Lessee hereby acknowledges the terms and conditions set forth in the
Additional State Land SLA Letter.
|
4.2 |
Additional State Land
:
|
4.2.1 |
In consideration of the Lessee having paid to the Lessor the Additional
State Land Payment and subject to the Additional State Land being alienated to the
Lessor, the Lessor hereby agrees to grant to the Lessee, and the Lessee hereby agrees
to take, a lease of the Additional State Land for a term commencing on 19 August 2008
and ending on 21 August 2066, such lease of the Additional State Land to be on the
terms and conditions set forth in the Principal Agreement and the Lease (as amended,
varied and/or supplemented by the provisions of this Supplemental Agreement).
|
4.2.2 |
The Lessor hereby agrees that following the receipt by the Lessor of the
SLAs confirmation that the Additional State Land is being alienated to the Lessor,
the Lessor will give written notice thereof to the Lessee (hereinafter called the
Alienation Notice
) and vacant possession of the Additional State Land on an as is
where is basis together with all existing structures, if any thereon, shall be
delivered to the Lessee not later than 30 days after the date of the Lessors service
of the Alienation Notice on the Lessee.
|
- 5 -
4.2.3 |
The Parties hereby agree that forthwith upon the issuance of the Alienation
Notice:
|
(i) |
the definition of
Land
appearing in clause 1.1 of the
Principal Agreement shall be deleted in its entirety and substituted with the
following new definition:
|
Land
means all those pieces or parcels of land at Marina Bay, along
Bayfront Avenue known as State Land Lot 256A of Town Subdivision 30 as
shown delineated and marked on the plan marked as Annexure
A
comprising
Parcel A1 together with:
|
(i) |
such stratum of subterranean space in Parcel
A4 and Parcel A5;
|
||
(ii) |
such stratum of air space in Parcel A6;
|
||
(iii) |
such strata of air and subterranean space in
Parcel A7;
|
||
(iv) |
part of the foreshore and sea-bed within
Parcel AW1 and Parcel AW2; and
|
||
(v) |
the Additional State Land,
|
and any other pieces or parcels of land (including subterranean space,
airspace, foreshore or seabed) as may hereafter be approved by the
Competent Authorities.;
|
(ii) |
Annexure
A
referred to in the Principal Agreement and this
Supplemental Agreement shall mean and refer to the Annexure
A
attached to
this Supplemental Agreement as
Appendix 2
;
|
(iii) |
clause 2 of the Principal Agreement shall be amended by the
insertion of new clauses 2.2 and 2.3 after clause 2.1:
|
2.2 |
The Lessee acknowledges that the Additional
State Land is being leased to the Lessee to facilitate better
integration between the Integrated Resort and the URAs proposed new
pedestrian bridge across the channel of water currently known as
Marina Channel and that the works to be carried out at the
Additional State Land shall form part of the construction works
relating to construction and completion of the Integrated Resort.
Pursuant to the foregoing the Lessee hereby agrees that all works to
be carried out at the Additional State Land shall comply in all
respects with the provisions of this Agreement including, without
limitation, the provisions of Clauses 11 and 12 of this Agreement and
all references to the Land in the Accepted Proposal and the Planning
Parameters shall include, where the context so admits, references to
the Additional State Land. Without prejudice to the generality of the
foregoing, the Lessee hereby further agrees to ensure that:
|
(i) |
there shall be no Gross Floor
Area generating activities at the Designated Stratum below
RL95.00m; and
|
- 6 -
(ii) |
the Gross Floor Area within
MBS(B) shall (a) not exceed the breakdown of Gross Floor Area
more particularly set out in paragraph 4 of the Additional
State Land SLA Letter, and (b) not cause the maximum
permissible Gross Floor Area of 570,000 square metres for the
Integrated Resort to be exceeded except with the prior written
approval of the Competent Authorities.
|
2.3 |
Without prejudice to the generality of Clause
19 of this Agreement, the Lessee hereby agrees that, after completion
of the construction of the Bridge Abutment Structure within MBS(A):
|
(i) |
the Lessee will forthwith
after completion of the construction of the Bridge Abutment
Structure within MBS(A), give written notice thereof to the
Lessor;
|
(ii) |
the Lessee will, at the
request of the Lessor, surrender to the Lessor or to such
other party as the Lessor may direct, the Designated Stratum
above RL95.00m in order to ensure that the Bridge Abutment
Structure will be independent of the Integrated Resort, such
surrender of the Designated Stratum above RL95.00m to be on
the basis that the Lessor shall not be required to pay to the
Lessee any compensation, fee or charge to the Lessee on
account of the foregoing; and
|
(iii) |
the Lessee shall, at its own
cost and expense, take all such steps as are necessary or
appropriate in order to facilitate the surrender of the
Designated Stratum above RL95.00m to the Lessor or to such
other party as the Lessor may direct, as soon as practicable
after any such request for surrender of the Designated Stratum
above RL95.00m is made by the Lessor.;
|
(iv) |
the section of the Lease under the heading Term of
Lease/Consideration shall be deleted and replaced by the following new
section:
|
(a) |
For the Land (other than the Additional State
Land (as defined in the Development Agreement referred to in Clause
1.1 below))
|
- 7 -
(b) |
For the Additional State Land
|
(v) |
clause 1.3 of the Lease shall be amended by the insertion of
the following new clauses 1.3.2 and 1.3.3 after clause 1.3.1:
|
1.3.2 |
The Lessee acknowledges that the Additional State Land is being
leased to the Lessee to facilitate better integration between the
Integrated Resort and the URAs proposed new pedestrian bridge across
the channel of water currently known as Marina Channel and that the
works to be carried out at the Additional State Land shall form part
of the construction works relating to construction and completion of
the Integrated Resort. Pursuant to the foregoing the Lessee hereby
agrees that all works to be carried out at the Additional State Land
shall comply in all respects with the provisions of the Development
Agreement and this Lease including, without limitation, the provisions
of Clauses 1.7 and 1.10 of this Lease and all references to the Land
in the Accepted Proposal and the Planning Parameters shall include,
where the context so admits, references to the Additional State Land.
Without prejudice to the generality of the foregoing, the Lessee
hereby further agrees to ensure that:
|
(i) |
there shall be no Gross Floor
Area generating activities at the Designated Stratum below
RL95.00m; and
|
(ii) |
the Gross Floor Area within
MBS(B) shall (a) not exceed the breakdown of Gross Floor Area
more particularly set out in paragraph 4 of Additional State
Land SLA Letter, and (b) not cause the maximum permissible
Gross Floor Area of 570,000 square metres for the Integrated
Resort to be exceeded except with the prior written approval
of the Competent Authorities.
|
- 8 -
1.3.3 |
Without prejudice to the generality of
Clause 1.21 of this Lease, the Lessee hereby agrees that, after
completion of the construction of the Bridge Abutment Structure within
MBS(A):
|
(i) |
the Lessee will forthwith
after completion of the construction of the Bridge Abutment
Structure within MBS(A), give written notice thereof to the
Lessor;
|
(ii) |
the Lessee will, at the
request of the Lessor, surrender to the Lessor or to such
other party as the Lessor may direct, the Designated Stratum
above RL 95.00m in order to ensure that the Bridge Abutment
Structure will be independent of the Integrated Resort, such
surrender of the Designated Stratum above RL95.00m to be on
the basis that the Lessor shall not be required to pay to the
Lessee any compensation, fee or charge to the Lessee on
account of the foregoing; and
|
(iii) |
the Lessee shall, at its own
cost and expense, take all such steps as are necessary or
appropriate in order to facilitate the surrender of the
Designated Stratum above RL95.00m to the Lessor or to such
other party as the Lessor may direct, as soon as practicable
after any such request for surrender of the Designated Stratum
above RL95.00m is made by the Lessor..
|
5. |
Provision of Information
|
5.1 |
The Parties hereby agree that the Lessee shall fully disclose to the Lessor, within a
reasonable time after receipt of the Lessors request, any relevant information in relation to
the construction, building and/or development of the IR including information relating to the
Lessees direct or indirect holding companies and all relevant financial information
Provided
That
nothing herein shall require the Lessee to make disclosure to the Lessor of any of the
foregoing which is price sensitive information or material non-public information (as used or
defined under United States of America federal securities laws and regulations) prior to the
disclosure to the public, but the Lessee shall ensure that on any disclosure of any such price
sensitive information or material non-public information to the public, such information is
made available to the Lessor either concurrently upon the disclosure thereof to the public or,
where concurrent disclosure to the Lessor is not practicable, such information is made
available to the Lessor as soon as reasonably possible thereafter.
|
- 9 -
6. |
Amendments to the Principal Agreement
|
6.1 |
The Parties hereby agree to the following taking effect from (and including) the Operative
Date:
|
6.1.1 |
the insertion of the following new definitions in clause 1.1 of the
Principal Agreement:
|
- 10 -
(i) |
the completion of the construction of such Component with TOP
issued for such Component where required under the Building Control Act
(Chapter 29) to be issued with TOP;
|
(ii) |
the application of all finishing material, gaming equipment,
furniture, fittings, furnishings and such other built-in and loose items for
the purpose of bringing such Component to a state of operational readiness to
receive visitors; and
|
||
(iii) |
such Component being open for business,
|
- 11 -
6.1.2 |
the deletion of the definition
Accepted Proposal
in clause 1.1 of the
Principal Agreement in its entirety and substituting it with the following new
definition:
|
6.1.3 |
the deletion of the definition
Completion
in clause 1.1 of the Principal
Agreement in its entirety and substituting it with the following new definition:
|
(i) |
the completion of the construction of the IR on the Land with
TOP issued for those parts of the IR which are required under the Building
Control Act (Chapter 29) to be issued with TOP; and
|
(ii) |
the application of all finishing material, gaming equipment,
furniture, fittings, furnishings and such other built-in and loose items for
the purpose of bringing the IR to a state of operational readiness to receive
visitors,
|
6.1.4 |
the deletion of the definition
Development Investment
in clause 1.1 of the
Principal Agreement in its entirety and substituting it with the following new
definition:
|
(i) |
fixed asset investment such as the construction, building and
fitting-out costs; and
|
(ii) |
tangible movable assets such as gaming equipment, furniture
and exhibits (e.g. art pieces) that are included in the IRs inventory list
and are displayed or stored permanently within the IR,
|
- 12 -
6.1.5 |
the deletion of the definition
External Auditors
in clause 1.1 of the
Principal Agreement in its entirety and substituting it with the following new
definition:
|
6.1.6 |
the deletion of the definition
External Auditors Confirmation
in clause
1.1 of the Principal Agreement in its entirety and substituting it with the following
new definition:
|
6.1.7 |
the deletion of the definition
First Phase
in clause 1.1 of the Principal
Agreement in its entirety;
|
6.1.8 |
the deletion of the definition
Key Attractions
in clause 1.1 of the
Principal Agreement in its entirety and substituting it with the following new
definition:
|
(i) |
MICE facilities and supporting areas with a GFA of 122,400
square metres and which shall include 36,471 square metres of exhibition hall
areas, meeting room areas of 40,912 square metres and a grand ballroom (having
not more than three (3) columns) of 8,140 square metres with a seating
capacity for at least 6,160 persons for a banquet, 7,000 persons for a stage
performance or 11,000 persons for an auditorium-style lecture;
|
(ii) |
two (2) state-of-the-art theatres with a total area of 28,321
square metres and seating capacity of 1,650 to 2000 seats for long run shows
and 2,125 seats for short run shows, each equipped to cater for live
broadcast of gala events;
|
(iii) |
an art science museum with a total area of 15,290 square
metres;
|
||
(iv) |
a nightly light and water show;
|
(v) |
a sky park of 12,424 square metres at the top of the three
(3) tower blocks comprising the hotel, with a section which shall be
accessible to the public;
|
- 13 -
(vi) |
retail areas with a total GFA of 87,102 square metres and one
(1)
floating crystal pavilion on the water fronting the Waterfront Promenade
with a GFA of 2,850 square metres;
|
(vii) |
food and beverage areas with a total area/GFA of 20,550
square metres, comprising:
|
(a) |
six (6) signature restaurants featuring award
winning chefs, to be known as Celebrity Chef Restaurants; and
|
(b) |
one (1) floating crystal pavilion on the
water fronting the Waterfront Promenade with a GFA of 2,850 square
metres; and
|
(viii) |
the Event Plaza to accommodate 10,000 people as stated in the Accepted
Proposal with a motorised screw-jack system that can achieve up to four (4)
types of configuration,
|
6.1.9 |
the deletion of the definition
Land Premium
in clause 1.1 of the Principal
Agreement in its entirety and substituting it with the following new definition:
|
6.1.10 |
the deletion of the definition
Lease Term
in clause 1.1 of the Principal Agreement
in its entirety and substituting it with the following new definition:
|
(i) |
in relation to the Land (other than the Additional State
Land), a term of Sixty (60) years less one (1) day; and
|
(ii) |
in relation to the Additional State Land, a term commencing
on 19 August 2008 and ending on 21 August 2066;;
|
6.1.11 |
the deletion of the definition
Planning Parameters
in clause 1.1 of the Principal
Agreement in its entirety and substituting it with the following new definition:
|
Planning Parameters
means the comprehensive guidelines to
be complied with by the Lessee in all material respects on the planning,
design, infrastructural and technical requirements applicable in relation to
the construction and development of the IR at the Land as set out in the
following Annexes of the RFP:
|
(i) |
Annex B1 entitled Planning, Design and Infrastructure
Requirements for the Integrated Resort at Marina Bay together with the plans
attached thereto in Annex B1.1, Annex B1.2 and Annex B1.3; and
|
- 14 -
(ii) |
Annex B2 entitled Technical Requirements for the Integrated
Resort at Marina Bay together with the plans attached thereto in Annex B2.1,
the Land Transport Authority Requirements for Provision of Proposed Rapid
Transit System and Roadworks attached thereto in Annex B2.2, and the
Singapore District Cooling Requirements for the Integrated Resort at Marina
Bay attached thereto in Annex B2.3,
|
6.1.12 |
the deletion of the
definition
Proposed GFA
in clause 1.1 of the Principal
Agreement in its entirety and substituting it with the following new definition:
|
6.1.13 |
Annexure
D
referred to in the Principal Agreement and this Supplemental Agreement
shall mean and refer to the Annexure
D
attached to this Supplemental Agreement as
Appendix 5
;
|
6.1.14 |
Annexure
E
referred to in the Principal Agreement and this Supplemental Agreement
shall mean and refer to the Annexure
E
attached to this Supplemental Agreement as
Appendix 7
; and
|
6.1.15 |
Annexure
F
referred to in the Principal Agreement and this Supplemental Agreement
shall mean and refer to the Annexure
F
attached to this Supplemental Agreement as
Appendix 8
.
|
7. |
Security Deposit
|
7.1 |
The Parties hereby agree that, with effect from the Operative Date, clause 5.4 of the
Principal Agreement shall be deleted in its entirety and substituted with the following new
clause 5.4:
|
(i) |
pay or incur one hundred per cent (100%) of the Development
Investment by the Target Date; or
|
(ii) |
Complete one hundred per cent (100%) of the Proposed GFA by
the Target Date; or
|
- 15 -
8. |
Planning Parameters
|
8.1 |
The Parties agree that, with effect from the Operative Date, clause 8 of the Principal
Agreement shall be deleted in its entirety and substituted with the following new clause 8:
|
8. |
The provisions of the Planning Parameters shall be incorporated herein and
shall form an integral part of this Agreement save that if there is any conflict
between the provisions of this Agreement and the Planning Parameters in relation to
the planning, design, infrastructure and technical requirements of the construction
and development of the IR, the provisions of the Planning Parameters shall prevail.
The foregoing is without prejudice to paragraph 4.1.4 of Annex B1 of the RFP and the
terms of the LTA Agreement.
|
9. |
Permitted Use
|
9.1 |
The Parties agree that, with effect from the Operative Date, the following new clause shall
be inserted into the Principal Agreement as new clause 11.5:
|
11.5 |
The Permissible GFA may be increased from time to time with the approval in
writing of the Competent Authorities,
Provided That
:
|
(i) |
if the approval of the Competent Authorities to any such
increase is granted subject to conditions, the Lessee shall, at its own cost
and expense, comply with all such conditions;
|
(ii) |
all charges and fees (including, without limitation,
additional premium and/or differential premium and other fees, levies and
charges that may be imposed upon the Lessor by the SLA or other equivalent
authority) in connection with any grant of approval by the Competent
Authorities, shall be borne by the Lessee; and
|
(iii) |
the Lessee will give notice to the Lessor of any approval
granted by the Competent Authorities to increase the Permissible GFA, such
notice to be accompanied by documentary evidence of such approval.
|
- 16 -
10. |
Completion Time Lines
|
|
10.1 |
The Parties hereby agree that, with effect from the Operative Date:
|
10.1.1 |
clause 12.2 of the Principal Agreement shall be deleted in its entirety and
substituted with the following new clause 12.2:
|
12.2 |
Without prejudice to Clause 5.4, the Lessee shall Complete
the IR with one hundred per cent (100%) of the Proposed GFA being built and
procure the issue of TOP by the Competent Authority for the whole of the IR,
within eight (8) years from the Effective Date or such extended period as may
be reasonably allowed in writing by the Lessor.; and
|
10.1.2 |
the following new clauses shall be inserted into the Principal Agreement as new
clauses 12.8 to 12.12:
|
12.8 |
Without prejudice to Clause 5.4, the Lessee shall ensure
that each of the Components are Finished by the Component Finish Date
applicable to it.
|
12.9 |
In the event the Finish of any Component is delayed by more
than three (3) months from the applicable Component Finish Date applicable to
it, the Lessee shall give the Lessor written notice thereof, such notice to
set out the period of delay and to provide reasonable details of the cause of
such delay. The Lessee shall also provide, promptly upon the Lessors request,
such additional information and/or supporting evidence as may be required by
the Lessor in relation to any such delay.
|
12.10 |
Subject always to the provisions of Clause 12.11, where the
provisions of Clause 12.9 apply, the Lessee shall also seek the approval of
the Lessor to an extension of time for the Finish of the relevant Component
and the Lessor shall grant its approval to an extension of time for the Finish
of such Component if the following conditions are met:
|
(i) |
such delay is not more than twelve (12)
months from the applicable Component Finish Date applicable to such
Component for the Completion of any such Component; and
|
(ii) |
such delay is not caused recklessly or by any
gross negligence on the part of the Lessee.
|
12.11 |
Notwithstanding any other provision in this Agreement, where
any period of delay under Clause 12.10 extends beyond the Target Date, such
extension of time granted under Clause 12.10 shall end on the Target Date.
|
- 17 -
12.12 |
The Lessor hereby agrees that:
|
(i) |
the Lessees failure to pay or incur one
hundred per cent (100%) of the Development Investment by the Target
Date, the Lessees failure to Complete one hundred per cent (100%) of
the Proposed GFA by the Target Date, the Lessees failure to Complete
the IR by the Target Date and/or a breach by the Lessee of the
provisions of Clause 12.8, shall not be an Event of Default under
Clause 27.1 but save as specifically provided in this Clause 12.12(i),
nothing herein shall prejudice:
|
(a) |
the exercise by the Lessor of
its rights under Clause 5.4; and
|
(b) |
the rights and remedies
conferred upon the Lessor by any provision of this Agreement
arising from any breach by the Lessee of its obligations under
the provisions of this Agreement;
|
(ii) |
the Lessee shall not be deemed to have failed
to Complete one hundred per cent (100%) of the Proposed GFA or to have
failed to Complete the IR by virtue only of:
|
(a) |
a tenant having vacated any
premises located in that part of the IR comprising the retail
mall;
|
(b) |
a tenant not having completed
its fitting out; or
|
(c) |
the Lessee not having
obtained a tenant for any premises located in that part of the
IR comprising the retail mall
|
(iii) |
the Lessee is not obliged to open all parts
of the IR on the same day. The Lessee may open such parts or
Components or parts of Components of the IR as and when they are ready
for opening and in the case of the Casino, as and when the Casino has
been Completed and the Casino Licence has been issued. Nothing herein
shall relieve the Lessee from its obligations under Clause 12.1,
Clause 12.2 and/or Clause 12.3; and
|
(iv) |
in the event of any application by the Lessee
to the Lessor for approval to allow the Lessee to substitute the major
tenants proposed by the Lessee in the Accepted Proposal (one of which
shall be a premium fashion concept store such as Saks Fifth Avenue or
Neiman Marcus, and the other of which shall be a unique entertainment
concept brand such as SONY or GameWorks) with other retail operators,
the Lessor will approve the substitution if the substitute retail
operators proposed by the Lessee will not reduce the tourism appeal of
the IR.
|
- 18 -
11. |
Determination of Lease
|
11.1 |
The Parties hereby agree that, with effect from the Operative Date, clause 27.1(ii) of the
Principal Agreement shall be deleted in its entirety and substituted with the following new
clause 27.1(ii):
|
(ii) |
the Lessee is in breach of the provisions of Clause 10.6, Clause 12.1 and/or
Clause 12.2;.
|
12. |
Additional Provisions
|
12.1 |
The following new clause shall be inserted into the Principal Agreement as new clause 13A:
|
13A. |
BRIDGE FOUNDATION, STAIRCASES AND PLATFORM
|
||
13A.1 |
The Lessee shall:
|
(i) |
ensure that the foundation as shown in yellow on the plan
marked as Annexure
E
(for supporting the pedestrian bridge to be constructed
by the URA across the channel of water currently known as Marina Channel) to
be constructed by the Lessee on the Additional State Land and land owned by
the State, shall be independent of the IR;
|
(ii) |
construct, install and complete, at its own cost and expense
and in accordance with the requirements of the LTA and the Competent
Authorities, two (2) staircases and a platform (the
Staircases and Platform
)
including, without limitation, the external lighting, balustrade railings and
any other facilities agreed by the Lessee and the Land Transport Authority to
be installed by the Lessee in relation to the Staircases and Platform, such
Staircases and Platform to be at that part of the Land shown in green on the
plan marked as Annexure
F
; and
|
(iii) |
ensure that the Staircases and Platform and the external
lighting, balustrade railings and any other facilities agreed by the Lessee
and the Land Transport Authority to be installed by the Lessee in relation to
the Staircases and Platform, shall be independent of the structures,
mechanical and electrical equipment, protection systems and other facilities
located on, or serving, the IR.
|
13A.2 |
Without prejudice to the generality of Clause 19 of this Agreement, the
Lessee hereby agrees that, after completion of the construction and installation of
the Staircases and Platform and all external lighting, balustrade railings and any
other facilities agreed by the Lessee and the Land Transport Authority to be installed
by the Lessee in relation to the Staircases and Platform:
|
(i) |
the Lessee will give written notice thereof to the
Lessor;
|
- 19 -
(ii) |
the Lessee shall, at the request of the Lessor, surrender
to the Lessor or to such other party as the Lessor may direct, the
Designated Staircases and Platform Stratum in order to ensure that the
Staircases and Platform and the external lighting, balustrade railings and
any other facilities agreed by the Lessee and the Land Transport Authority
to be installed by the Lessee in relation to the Staircases and Platform,
will be independent of the IR, such surrender of the Designated Staircases
and Platform Stratum to be on the basis that the Lessor shall not be
required to pay to the Lessee any compensation, fee or charge to the Lessee
on account of the foregoing; and
|
||
(iii) |
the Lessee shall, at its own cost and expense, take all
such steps as are necessary or appropriate in order to facilitate the
surrender of the Designated Staircases and Platform Stratum to the Lessor or
such other party as the Lessor may direct, as soon as practicable after any
such request for surrender of the Designated Staircases and Platform Stratum
is made by the Lessor.
|
13A.3 |
The Lessee hereby agrees that pending the surrender of the Designated
Staircases and Platform Stratum to the Lessor or to such other party as the Lessor may
direct:
|
(i) |
the Lessee shall, at the request of the LTA, provide to the
LTA and any person authorised by the LTA with or without workmen and others,
access to the Staircases and Platform at all times, without any charge,
payment, hindrance, obstruction or restriction whatsoever to facilitate
maintenance of the Staircases and Platform and the external lighting,
balustrade railings and any other facilities agreed by the Lessee and the Land
Transport Authority to be installed by the Lessee in relation to the
Staircases and Platform; and
|
(ii) |
the Staircases and Platform shall be deemed to be areas
designated or required by the LTA to be for public use and pursuant thereto,
the Lessee hereby agrees that the open spaces or areas referred to in Clause
13.3 shall include, without limitation, the Staircases and Platform.;
|
12.2 |
Clause 27.5 of the Principal Agreement shall be deleted in its entirety and substituted with
the following new clause 27.5:
|
27.5 |
Neither party shall be liable for any loss or damage suffered or incurred by
the other party (including liability to have the Security Deposit forfeited pursuant
to Clause 5.4) arising from the first partys delay in performing or failure to
perform its obligations hereunder to the extent that such delay or failure results
from any event of Force Majeure and for so long as such Force Majeure event continues
to prevent the first party from performing and discharging such obligations,
Provided
That
:
|
(i) |
the same arises without the fault or negligence of the
affected party;
|
(ii) |
the affected party notifies the other party within two (2)
Business Days of becoming aware of the same of such event of Force Majeure and
the manner and extent to which its obligations are likely to be prevented or
delayed; and
|
- 20 -
(iii) |
in the event that any event of Force Majeure results in any
delay or failure by the Lessee to pay or incur one hundred per cent (100%) of
the Development Investment by the Target Date, Complete one hundred per cent
(100%) of the Proposed GFA by the Target Date, or Complete the IR by the
Target Date, the Lessee shall renew the Bankers Guarantee or Insurance
Performance Bond for such extended period as shall be necessary to ensure that
the Bankers Guarantee or Insurance Performance Bond shall be valid for a
period of not less than six (6) months from the Target Date plus the period of
delay caused by the event of Force Majeure. If the Lessee shall fail to renew
the Bankers Guarantee or Insurance Performance Bond in accordance with this
Clause 27.5(iii) by the Target Date, then the Lessor shall, notwithstanding
any other provision in this Agreement, be entitled to demand the payment of
the Security Deposit secured by the Bankers Guarantee or Insurance
Performance Bond and hold such monies as security for the due performance and
observance by the Lessee of the terms and conditions of this Agreement SAVE
THAT the Lessee shall not be required to renew the Bankers Guarantee or the
Insurance Performance Bond for so long as the Bankers Guarantee or the
Insurance Performance Bond shall remain valid for a period of not less than
six months after the date falling on the Target Date plus the period of delay
caused by the event of Force Majeure.
|
13. |
Lease
|
13.1 |
Applicable Date
: The Parties hereby agree that the amendments, variations and supplements to
the Lease as more particularly provided in this Supplemental Agreement shall take effect on
the Operative Date and all references to the Lease in the Principal Agreement shall, with
effect from the Operative Date, mean and refer to the Lease as amended, varied and/or
supplemented by the provisions of this Supplemental Agreement. The Parties further agree that
the Lease to be executed by the Lessee pursuant to the Principal Agreement shall be the Lease
in the format annexed to the Principal Agreement and marked as Annexure
C
as amended, varied
and/or supplemented by the provisions of this Supplemental Agreement.
|
13.2 |
Terms of Lease
: Subject to the amendments, variations and supplements to the Lease as
provided in this Supplemental Agreement, all of the terms and conditions of the Lease are
hereby confirmed and shall remain in full force and effect.
|
- 21 -
13.3 |
Amendments to Lease
: The Parties hereby agree to the following taking effect from (and
including) the Operative Date:
|
13.3.1 |
clause 1.1 of the Lease shall be deleted in its entity and substituted with the
following new clause 1.1:
|
1.1 |
INTERPRETATION AND DEFINITIONS
|
(i) |
All references in this Lease to the Development Agreement
shall mean and refer to the Development Agreement dated the 23
rd
day of August 2006 made between the Lessor of the one part and the Lessee of
the other part, as amended, varied and/or supplemented by the Supplemental
Agreement dated 11 December 2009 made between the same parties.
|
(ii) |
The words, definitions or expressions as set out in Clause 1
of the Development Agreement shall be incorporated herein by reference and
shall, where the context so requires, apply to this Lease.;
|
13.3.2 |
clause 1.2 of the Lease shall be deleted in its entirety and substituted with the
following new clause 1.2:
|
1.2 |
The provisions of the Planning Parameters shall be
incorporated herein and shall form an integral part of this Lease save that if
there is any conflict between the provisions of this Lease and the Planning
Parameters in relation to the planning, design, infrastructure and technical
requirements of the construction and development of the IR, the provisions of
the Planning Parameters shall prevail. The foregoing is without prejudice to
paragraph 4.1.4 of Annex B1 of the RFP and the terms of the LTA Agreement.;
|
13.3.3 |
clause 1.5.4 of the Lease shall be deleted in its entirety and substituted with the
following new clause 1.5.4:
|
1.5.4 |
If the Lessee shall fail to:
|
(i) |
pay or incur one hundred per cent (100%) of
the Development Investment by the Target Date; or
|
(ii) |
Complete one hundred per cent (100%) of the
Proposed GFA by the Target Date; or
|
||
(iii) |
Complete the IR by the Target Date,
|
- 22 -
13.3.4 |
the following new clause shall be inserted into the Lease as new clause 1.7.4:
|
1.7.4 |
The Permissible GFA may be increased from time to time with the approval in
writing of the Competent Authorities,
Provided That
:
|
(i) |
if the approval of the Competent Authorities
to any such increase is granted subject to conditions, the Lessee
shall, at its own cost and expense, comply with all such conditions;
|
(ii) |
all charges and fees (including, without
limitation, additional premium and/or differential premium and other
fees, levies and charges that may be imposed upon the Lessor by the
SLA or other equivalent authority) in connection with any grant of
approval by the Competent Authorities, shall be borne by the Lessee;
and
|
(iii) |
the Lessee will give notice to the Lessor of
any approval granted by the Competent Authorities to increase the
Permissible GFA, such notice to be accompanied by documentary evidence
of such approval.;
|
13.3.5 |
clause 1.10.1 of the Lease shall be deleted in its entirety and substituted with the
following new clause 1.10.1:
|
1.10.1 |
Without prejudice to Clause 1.5.4, the Lessee shall Complete the IR with
one hundred per cent (100%) of the Proposed GFA being built and procure the
issue of TOP by the Competent Authority for the whole of the IR, within eight
(8) years from the Effective Date or such extended period as may be reasonably
allowed in writing by the Lessor and in accordance with, in all respects, the
Accepted Proposal, the Planning Parameters, the LTA Agreement and all Laws
imposed on the Lessor or the Lessee in respect of the Land.;
|
13.3.6 |
the following new clauses shall be inserted into the Lease as new clauses 1.10.8 to
1.10.12:
|
1.10.8 |
Without prejudice to Clause 1.5.4, the Lessee shall ensure that each of the
Components are Finished by the Component Finish Date applicable to it.
|
1.10.9 |
In the event the Finish of any Component is delayed by more than three (3)
months from the applicable Component Finish Date applicable to it, the Lessee
shall give the Lessor written notice thereof, such notice to set out the
period of delay and to provide reasonable details of the cause of such delay.
The Lessee shall also provide, promptly upon the Lessors request, such
additional information and/or supporting evidence as may be required by the
Lessor in relation to any such delay.
|
- 23 -
1.10.10 |
Subject always to the provisions of Clause 1.10.11, where the provisions of
Clause 1.10.9 apply, the Lessee shall also seek the approval of the Lessor to
an extension of time for the Finish of the relevant Component and the Lessor
shall grant its approval to an extension of time for the Finish of such
Component if the following conditions are met:
|
(i) |
such delay is not more than twelve (12)
months from the applicable Component Finish Date applicable to such
Component for the Completion of any such Component; and
|
(ii) |
such delay is not caused recklessly or by any
gross negligence on the part of the Lessee.
|
1.10.11 |
Notwithstanding any other provision in this Lease, where any period of
delay under Clause 1.10.10 extends beyond the Target Date, such extension of
time granted under Clause 1.10.10 shall end on the Target Date.
|
||
1.10.12 |
The Lessor hereby agrees that:
|
(i) |
the Lessees failure to pay or incur one
hundred per cent (100%) of the Development Investment by the Target
Date, the Lessees failure to Complete one hundred per cent (100%) of
the Proposed GFA by the Target Date, the Lessees failure to Complete
the IR by the Target Date and/or a breach by the Lessee of the
provisions of Clause 1.10.8, shall not be an Event of Default under
Clause 4.1 but save as specifically provided in this Clause
1.10.12(i), nothing herein shall prejudice:
|
(a) |
the exercise by the Lessor of
its rights under Clause 1.5.4; and
|
(b) |
the rights and remedies
conferred upon the Lessor by any provision of this Lease
arising from any breach by the Lessee of its obligations under
the provisions of this Lease;
|
(ii) |
the Lessee shall not be deemed to have failed
to Complete one hundred per cent (100%) of the Proposed GFA or to have
failed to Complete the IR by virtue only of:
|
(a) |
a tenant having vacated any
premises located in that part of the IR comprising the retail
mall;
|
(b) |
a tenant not having completed
its fitting out; or
|
(c) |
the Lessee not having
obtained a tenant for any premises located in that part of the
IR comprising the retail mall
|
- 24 -
(iii) |
the Lessee is not obliged to open all parts
of the IR on the same day. The Lessee may open such parts or
Components or parts of Components of the IR as and when they are ready
for opening and in the case of the Casino, as and when the Casino has
been Completed and the Casino Licence has been issued. Nothing herein
shall relieve the Lessee from its obligations under Clause 1.10.1
and/or Clause 1.10.2; and
|
(iv) |
in the event of any application by the Lessee
to the Lessor for approval to allow the Lessee to substitute the major
tenants proposed by the Lessee in the Accepted Proposal (one of which
shall be a premium fashion concept store such as Saks Fifth Avenue or
Neiman Marcus, and the other of which shall be a unique entertainment
concept brand such as SONY or GameWorks) with other retail operators,
the Lessor will approve the substitution if the substitute retail
operators proposed by the Lessee will not reduce the tourism appeal of
the IR.;
|
13.3.7 |
clause 4.1(b) of the Lease shall be deleted in its entirety and substituted with the
following new
clause 4.1.(b):
|
(ii) |
the Lessee is in breach of the provisions of Clause 1.9.6,
and/or Clause 1.10.1;;
|
13.3.8 |
the following new clause shall be inserted into the Lease as new clause 1.11A:
|
1.11A |
BRIDGE FOUNDATION, STAIRCASES AND PLATFORM
|
||
1.11A.1 |
The Lessee shall:
|
(i) |
ensure that the foundation as shown in yellow
on the plan marked as Annexure
E
attached to the Supplemental
Agreement as
Appendix 7
(for supporting the pedestrian bridge to be
constructed by the URA across the channel of water currently known as
Marina Channel) to be constructed by the Lessee on the Additional
State Land and land owned by the State, shall be independent of the
IR;
|
(ii) |
construct, install and complete, at its own
cost and expense and in accordance with the requirements of the LTA
and the Competent Authorities, the Staircases and Platform including,
without limitation, the external lighting, balustrade railings and any
other facilities agreed by the Lessee and the Land Transport
Authority to be installed by the Lessee in relation to the
Staircases and Platform, such Staircases and Platform to be at that
part of the Land shown in green on the plan marked as Annexure
F
attached to the Supplemental Agreement as
Appendix 8
; and
|
- 25 -
(iii) |
ensure that the Staircases and Platform and
the external lighting, balustrade railings and any other facilities
agreed by the Lessee and the Land Transport Authority to be installed
by the Lessee in relation to the Staircases and Platform, shall be
independent of the structures, mechanical and electrical equipment,
protection systems and other facilities located on, or serving, the
IR.
|
1.11A.2 |
Without prejudice to the generality of Clause 1.21 of this Lease, the
Lessee hereby agrees that, after completion of the construction and
installation of the Staircases and Platform and all external lighting,
balustrade railings and any other facilities agreed by the Lessee and the Land
Transport Authority to be installed by the Lessee in relation to the
Staircases and Platform:
|
(i) |
the Lessee will give written notice thereof
to the Lessor;
|
(ii) |
the Lessee shall, at the request of the
Lessor, surrender to the Lessor or to such other party as the Lessor
may direct, the Designated Staircases and Platform Stratum in order to
ensure that the Staircases and Platform and the external lighting,
balustrade railings and any other facilities agreed by the Lessee and
the Land Transport Authority to be installed by the Lessee in relation
to the Staircases and Platform, will be independent of the IR, such
surrender of the Designated Staircases and Platform Stratum to be on
the basis that the Lessor shall not be required to pay to the Lessee
any compensation, fee or charge to the Lessee on account of the
foregoing; and
|
(iii) |
the Lessee shall, at its own cost and
expense, take all such steps as are necessary or appropriate in order
to facilitate the surrender of the Designated Staircases and Platform
Stratum to the Lessor or such other party as the Lessor may direct, as
soon as practicable after any such request for surrender of the
Designated Staircases and Platform Stratum is made by the Lessor.
|
1.11A.3 |
The Lessee hereby agrees that pending the surrender of the Designated
Staircases and Platform Stratum to the Lessor or to such other party as the
Lessor may direct:
|
(i) |
the Lessee shall, at the request of the LTA,
provide to the LTA and any person authorised by the LTA with or
without workmen and others, access to the Staircases and Platform at
all times, without any charge, payment, hindrance, obstruction or
restriction whatsoever to facilitate maintenance of the Staircases and
Platform and the external lighting, balustrade railings and any other
facilities agreed by the Lessee and the Land Transport
Authority to be installed by the Lessee in relation to the
Staircases and Platform; and
|
- 26 -
(ii) |
the Staircases and Platform shall be deemed
to be areas designated or required by the LTA to be for public use and
pursuant thereto, the Lessee hereby agrees that the open spaces or
areas referred to in Clause 1.11.3 shall include, without limitation,
the Staircases and Platform.;
|
13.3.9 |
clause 6.1 of the Lease shall be deleted in its entirety and substituted with the
following new clause 6.1:
|
6.1 |
Neither party shall be liable for any loss or damage suffered
or incurred by the other party (including liability to have the Security
Deposit forfeited pursuant to Clause 1.5.4) arising from the first partys
delay in performing or failure to perform its obligations hereunder to the
extent that such delay or failure results from any event of Force Majeure and
for so long as such Force Majeure event continues to prevent the first party
from performing and discharging such obligations,
Provided That
:
|
(i) |
the same arises without the fault or
negligence of the affected party;
|
(ii) |
the affected party notifies the other party
within two (2) Business Days of becoming aware of the same of such
event of Force Majeure and the manner and extent to which its
obligations are likely to be prevented or delayed; and
|
(iii) |
in the event that any event of Force Majeure
results in any delay or failure by the Lessee to pay or incur one
hundred per cent (100%) of the Development Investment by the Target
Date, Complete one hundred per cent (100%) of the Proposed GFA by the
Target Date, or Complete the IR by the Target Date, the Lessee shall
renew the Bankers Guarantee or Insurance Performance Bond for such
extended period as shall be necessary to ensure that the Bankers
Guarantee or Insurance Performance Bond shall be valid for a period of
not less than six (6) months from the Target Date plus the period of
delay caused by the event of Force Majeure. If the Lessee shall fail
to renew the Bankers Guarantee or Insurance Performance Bond in
accordance with this Clause 6.1(iii) by the Target Date, then the
Lessor shall, notwithstanding any other provision in this Lease, be
entitled to demand the payment of the Security Deposit secured by the
Bankers Guarantee or Insurance Performance Bond and hold such monies
as security for the due performance and observance by the Lessee of
the terms and conditions of this Lease SAVE THAT the Lessee shall not
be required to renew the Bankers Guarantee or the Insurance
Performance Bond for so long as the Bankers Guarantee or the
Insurance Performance Bond shall remain valid for a period of not less
than six months after the date falling on the Target Date plus the
period of delay caused by the event of Force Majeure.
|
- 27 -
13.3.10 |
the following new clause shall be inserted into the Lease as new clause 1.26:
|
1.26 |
PROVISION OF INFORMATION
|
1.26.1 |
The parties hereby agree that the Lessee shall fully disclose to the Lessor,
within a reasonable time after receipt of the Lessors request, any relevant
information in relation to the construction, building and/or development of
the IR including information relating to the Lessees direct or indirect
holding companies and all relevant financial information
Provided That
nothing
herein shall require the Lessee to make disclosure to the Lessor of any of the
foregoing which is price sensitive information or material non-public
information (as used or defined under United States of America federal
securities laws and regulations) prior to the disclosure to the public, but
the Lessee shall ensure that on any disclosure of any such price sensitive
information or material non-public information to the public, such information
is made available to the Lessor either concurrently upon the disclosure
thereof to the public or, where concurrent disclosure to the Lessor is not
practicable, such information is made available to the Lessor as soon as
reasonably possible thereafter..
|
13.4 |
Additional Amendments to the Lease
: The Parties hereby further agree that the amendments to
the Lease as more particularly provided in Clause 4.2.3(iv) and (v) of this Supplemental
Agreement shall take effect forthwith upon issuance of the Alienation Notice.
|
14. |
Costs Expenses and Stamp Fees
|
14.1 |
Costs and Expenses
: The Lessee shall forthwith pay on demand all legal and other professional
and technical fees and expenses on a full indemnity basis incurred by the Lessor in connection
with the preparation, finalisation and completion of this Supplemental Agreement and in
respect of all matters incidental thereto or arising therefrom or in connection therewith.
|
14.2 |
Stamp Fees
: The Lessee shall pay all stamp fees payable in respect of this Supplemental
Agreement
(in duplicate).
|
- 28 -
15. |
Contracts (Rights of Third Parties) Act (Chapter 53B)
|
15.1 |
Third Parties
: A person who is not a party to this Supplemental Agreement shall have no
rights under the Contracts (Rights of Third Parties) Act (Chapter 53B) to enforce or enjoy the
benefit of any term of this Supplemental Agreement except and to the extent that the
provisions of this Supplemental Agreement expressly provide for the Contracts (Rights of Third
Parties) Act (Chapter 53B) to apply to them.
|
15.2 |
Waiver of Requirement for Consent
: Notwithstanding any of the provisions set out in this
Supplemental Agreement, the consent of any third party is not required for any rescission or
variation (including any waiver, release or compromise of any liability under) of any of
the provisions set out in this Supplemental Agreement nor for the termination of this
Supplemental Agreement.
|
16. |
Governing Law and Jurisdiction
|
- 29 -
- 30 -
- 31 -
- 32 -
- 33 -
1. |
Volume 1 (Executive Summary The Big Picture);
|
2. |
Volume 2 (The Design Report The Vision Realized);
|
3. |
Volume 3 (Operations The Formula for Success);
|
4. |
Volume 4 (Public Attraction The ArtScience Museum); and
|
5. |
Volume 5 (Financial and Economics The Benefits to Singapore).
|
6. |
Annexes from Volume 2
|
Worksheet A: Use Mix of the IR
|
|||
Worksheet B: Greenery Provision
|
|||
Worksheet C: Name(s) of Architect(s) / Designer(s) and Architectural and Consultant
Teams(s)
|
Worksheet A: Development Investment (DI) of the IR
|
|||
Worksheet B: Gross Floor Area (GFA) of the IR
|
|||
Worksheet C1: Pro-Forma Income and Expenditure Statements for Individual Components of the
IR
|
|||
Worksheet C2: Consolidated Pro-Forma Income and Expenditure Statement of the IR
|
|||
Worksheet D: Cash Flow of the IR
|
|||
Worksheet E: Estimated Tax Revenue
|
|||
Worksheet F: Total Attendance of the IR
|
|||
Worksheet G: Total Additional Spending in Singapore Due to the IR
|
|||
Worksheet H: Employment at the IR
|
- 34 -
To:
|
Singapore Tourism Board | |
|
Tourism Court | |
|
1 Orchard Spring Lane | |
|
Singapore 247729 | |
|
(hereinafter called STB ) |
(i) |
We refer to the Security Deposit Guarantee No.
[
]
dated 14 January 2008 (the
Security
Deposit Guarantee
) issued in favour of STB pursuant to Clause 5 of the Development Agreement
(the
Development Agreement
) dated 23 August 2006 and executed between STB and Marina Bay
Sands Pte Ltd (the
Company
).
|
(ii) |
The Development Agreement has been amended, modified and supplemented pursuant to the
Supplemental Agreement (the
Supplemental Agreement
) dated on or about the date hereof and
made between STB and the Company and it is a condition of the Supplemental Agreement that we
issue this Amendment Guarantee to STB.
|
1. |
Words and expressions which are specifically defined in the Development Agreement (as
amended, modified and supplemented by the Supplemental Agreement) shall, unless otherwise
defined in this Amendment Guarantee, have the same meanings when used in this Amendment
Guarantee.
|
2. |
At the request of the Company, we
[
]
agree that with effect from the date hereof, the
Security Deposit Guarantee shall be amended as follows:
|
(a) |
the first sentence of Clause 4 thereof shall be replaced in its entirety with
the following sentence:
|
This Guarantee is conditional upon a claim as specified herein being made by STB
by way of a notice in writing addressed to us and the same being received by us at
[
insert address of Banks notification office
]
at any time before the date falling
one hundred and eighty (180) days from the Expiry Date.
|
- 35 -
(b) |
the insertion of the following new Clause 4A:
|
4A. |
Our obligation to make payment to STB under this Guarantee
shall be a primary, independent and absolute obligation and we shall not be
entitled to delay or withhold payment for any reason whatsoever and any claim
or demand made by STB under this Guarantee shall be conclusive evidence of our
liability and of the amount of the sum or sums which we are liable to pay to
STB, notwithstanding any objection made by the Company or any other person.;
and
|
(c) |
the insertion of the following new Clause 4B:
|
4B. |
Our obligations and liability under this Guarantee shall
remain in full force and effect prior to the date falling one hundred and
eighty (180) days from the Expiry Date and shall not be discharged, released,
reduced or affected in any way by reason of any of the following: (a) any
time, indulgence, concession, waiver or consent at any time given to any
person, (b) any amendment, modification or supplement (however fundamental and
whether or not it increases or might result in the increase of our obligations
under this Guarantee) to any provision of the Development Agreement (as
amended, modified and supplemented by the Supplemental Agreement, the
Amended
Development Agreement
), the Supplemental Agreement or any other document, (c)
any provision of this Guarantee, the Amended Development Agreement or the
Supplemental Agreement or any obligations of any party under any such document
being or becoming illegal, invalid, void, voidable or unenforceable for any
reason whatsoever, (d) the winding-up, insolvency or liquidation of the
Company or any other person, or any step being taken for any such winding-up,
insolvency or liquidation, or (e) any other fact, circumstance, act, event,
omission or provision of statute or law or otherwise which but for this clause
might operate to discharge, impair or otherwise affect any of our obligations
under this Guarantee or any of the rights, powers or remedies conferred on STB
by this Guarantee or by law.
|
3. |
We hereby acknowledge and confirm that save for the amendments to the Security Deposit
Guarantee described in Clause 2 above, all other provisions of the Security Deposit Guarantee
are hereby confirmed and shall remain in full force and effect. For the avoidance of doubt,
we further acknowledge and confirm that our obligations under the Security Deposit Guarantee,
as amended, modified and supplemented by this Amendment Guarantee, remain valid, legally
binding and enforceable, notwithstanding the fact that the Development Agreement has been
amended, modified and supplemented by the Supplemental Agreement.
|
4. |
The Security Deposit Guarantee and this Amendment Guarantee shall be read and construed as
one document and this Amendment Guarantee shall be considered to be
part of the Security Deposit Guarantee and, without prejudice to the generality of the
foregoing, here the context so allows, references in the Security Deposit Guarantee to
this Guarantee
shall be read and construed as references to the Guarantee as amended,
modified and supplemented by this Amendment Guarantee.
|
- 36 -
5. |
This Amendment Guarantee shall be governed by and construed in accordance with the laws of
the Republic of Singapore and subject to the jurisdiction of the Singapore courts.
|
[Signed Sealed and Delivered for and on behalf of
[ ] by its Attorney [ ] acting under a Power of Attorney dated [ ] |
} | |||
(a copy of which was deposited in the
Registry of the Supreme Court, Singapore on [ ] and registered as No. [ ]) in the presence of:_______] |
] |
- 37 -
- 38 -
- 39 -
- 40 -
- 41 -
A. COMPONENT | ||
FINISH DATE | B. COMPONENT | |
End First Quarter 2010
|
Approximately 1,000 hotel rooms
|
|
|
Up to 50% of the retail space
|
|
|
Approximately 1,800 F&B seats including three Celebrity Chef restaurants
|
|
|
Casino
|
|
|
MICE facilities including two levels of expo space, level 4 meeting rooms and grand ballroom
1
|
|
|
Upper-level promenade
2
|
|
|
Event Plaza, including lower-level promenade area
3
|
|
|
ArtScience Museum appears externally complete
|
|
|
||
15 May 2010
|
Remaining 1,500 hotel rooms
|
|
|
||
30 June 2010
|
Remaining retail space, subject to tenant leasing and fit-out
|
|
|
Remaining three Celebrity Chef restaurants
|
|
|
All SkyPark areas, subject to tenant leasing and fit-out
|
|
|
IR appears externally complete
|
|
|
||
30 September 2010
|
Resident theatre
|
|
|
||
31 December 2010
|
Mixed use theatre
|
|
|
Crystal Pavilions, subject to tenant leasing and fit-out
|
|
|
ArtScience Museum
|
|
|
Light and water show
|
|
|
MICE facilities on level 3
|
1 |
The Lessee shall Finish the third level MICE
facilities no later than 31 December 2011.
|
|
2 |
This will supersede the time for completion in
clause 4.12.14 and the corresponding item in Table 5 of Annex B1 to the RFP
which currently require Completion of the Waterfront Promenade by latest end
December 2009 or concurrently with the TOP of the First Phase and may be
subject to change due to ongoing discussions between the Parties and the
Competent Authorities.
|
|
3 |
This will supersede the time for
completion in clause 4.12.14 and the corresponding item in Table 5 of Annex B1
to the RFP which currently require Completion of the Waterfront Promenade and
the Event Plaza concurrently with the TOP of the First Phase.
|
- 42 -
The Lessor
|
||||
|
||||
Signed
by
for and behalf of SINGAPORE TOURISM BOARD |
} |
/s/
Aw Kah Peng
Chief Executive
|
/s/ Margaret Teo | ||||
Witness signature | ||||
Name: Margaret Teo | ||||
Address: | ||||
The Lessee
|
||||
|
||||
Signed by
for and behalf of MARINA BAY SANDS PTE. LTD. |
} |
/s/
George Tanasijevich
Vice President Singapore Development
|
/s/ S Surenthiraraj | ||||
Witness signature | ||||
Name: S Surenthiraraj | ||||
Address: |
- 43 -
State or Other Jurisdiction of | ||
Legal Name | Incorporation or Organization | |
Asian Cultural & Recreational Promotion (I) Co., Limited
|
Hong Kong | |
Asian Cultural & Recreational Promotion (II) Co., Limited
|
Hong Kong | |
Asian Cultural & Recreational Promotion (III) Co., Limited
|
Hong Kong | |
Asian Cultural & Recreational Promotion (IV) Co., Limited
|
Hong Kong | |
Asian Cultural & Recreational Promotion (V) Co., Limited
|
Hong Kong | |
BBLV, LLC
|
Nevada | |
Beijing Asia Travel Alliance Business Consulting Co., Ltd.
|
PRC | |
Bethlehem Works Owners Association, LLC
|
Pennsylvania | |
Cotai Ferry Company Limited
|
Macau | |
Cotai Human Resources Management Limited
|
Macau | |
Cotai Retail Concepts Limited
|
Macau | |
Cotai Strip Lot 2 Apart Hotel (Macau) Limited
|
Macau | |
Cotai Waterjets (HK) Limited
|
Hong Kong | |
CotaiJet 311 Ltd.
|
Cayman Islands | |
CotaiJet 312 Ltd.
|
Cayman Islands | |
CotaiJet 313 Ltd.
|
Cayman Islands | |
CotaiJet 314 Ltd.
|
Cayman Islands | |
CotaiJet 315 Ltd.
|
Cayman Islands | |
CotaiJet 316 Ltd.
|
Cayman Islands | |
CotaiJet 317 Ltd.
|
Cayman Islands | |
CotaiJet 318 Ltd.
|
Cayman Islands | |
CotaiJet 319 Ltd.
|
Cayman Islands | |
CotaiJet 320 Ltd.
|
Cayman Islands | |
CotaiJet 350 Ltd.
|
Cayman Islands | |
CotaiJet 351 Ltd.
|
Cayman Islands | |
CotaiJet 352 Ltd.
|
Cayman Islands | |
CotaiJet 353 Ltd.
|
Cayman Islands | |
CotaiJet Holdings (II) Limited
|
Hong Kong | |
CTVR Associates, LLC
|
Nevada | |
GBF, LLC
|
Nevada | |
Grand Canal Shops Mall MM Subsidiary, Inc.
|
Nevada | |
Interface Group-Nevada, Inc.
|
Nevada | |
Las Vegas Sands (UK) Limited
|
United Kingdom | |
Las Vegas Sands, LLC
|
Nevada | |
Lido Casino Resort Holding Company, LLC
|
Delaware | |
Lido Intermediate Holding Company, LLC
|
Delaware | |
LV Noodle Concept, LLC
|
Nevada | |
LVCUT Associates, LLC
|
Nevada | |
LVS (Nevada) International Holdings, Inc.
|
Nevada | |
LVS Dutch Finance C.V.
|
Netherlands | |
LVS Dutch Holding B.V.
|
Netherlands | |
LVS Dutch Intermediate Holding B.V.
|
Netherlands | |
LVS International (Malaysia) Sdn. Bhd.
|
Malaysia | |
LVS International (Singapore) Pte. Ltd.
|
Singapore | |
LVS International (South Korea) Ltd.
|
South Korea | |
LVS International (Taiwan) Limited
|
Taiwan | |
LVS International (Thailand) Co., Ltd.
|
Thailand | |
LVS International Holding (Thailand) Co., Ltd.
|
Thailand |
State or Other Jurisdiction of
Legal Name
Incorporation or Organization
Japan
Nevada
Nevada
India
Delaware
Singapore
Singapore
Nevada
Nevada
Nevada
Nevada
Nevada
Pennsylvania
Pennsylvania
Pennsylvania
Cayman Islands
Mauritius
Delaware
Nevada
Delaware
Delaware
Alderney, Channel Islands
PRC
PRC
Nevada
Macau
Macau
Hong Kong
Cayman Islands
Hong Kong
Cayman Islands
Macau
Hong Kong
Nevada
Macau
Cayman Islands
Macau
Delaware
Macau
Cayman Islands
Cayman Islands
Cayman Islands
Hong Kong
Delaware
Nevada
Hong Kong
PRC
By: | /s/ Sheldon G. Adelson | |||
Name: | Sheldon G. Adelson | |||
Title: | Chief Executive Officer |
By: | /s/ Kenneth J. Kay | |||
Name: | Kenneth J. Kay | |||
Title: | Chief Financial Officer |
By: | /s/ Sheldon G. Adelson | |||
Name: | Sheldon G. Adelson | |||
Title: | Chief Executive Officer |
By: | /s/ Kenneth J. Kay | |||
Name: | Kenneth J. Kay | |||
Title: | Chief Financial Officer | |||