LAS VEGAS SANDS CORP (Form: 10-Q, Received: 05/10/2007 06:03:02)

UNITED STATES SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended March 31, 2007
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the Transition period from to

Commission file number 001-32373

LAS VEGAS SANDS CORP.

(Exact name of registration as specified in its charter)


Nevada		27-0099920
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3355 Las Vegas Boulevard South Las Vegas, Nevada (Address of principal executive offices)		89109 (Zip Code)

(702) 414-1000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer o Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of , 2007.

LAS VEGAS SANDS CORP.


Class		Outstanding at May 8, 2007

Common Stock ($0.001 par value)		354,814,310 shares

LAS VEGAS SANDS CORP.

Table of Contents


Part I FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)
Condensed Consolidated Balance Sheets at March 31, 2007 and December 31, 2006			2
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2007 and March 31, 2006			3
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2007 and March 31, 2006			4
Notes to Condensed Consolidated Financial Statements			5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			21
Item 3. Quantitative and Qualitative Disclosures about Market Risk			35
Item 4. Controls and Procedures			36

Part II OTHER INFORMATION

Item 1. Legal Proceedings			37
Item 1A. Risk Factors			37
Item 6. Exhibits			38
Signatures			39
EX-10.1
EX-10.2
EX-10.3
EX-31.1
EX-31.2
EX-32.1
EX-32.2


ITEM 1 —	FINANCIAL STATEMENTS

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)


	March 31,			December 31,
	2007			2006
	(In thousands,
	except share data)

ASSETS
Current assets:
Cash and cash equivalents	$	439,525		$	468,066
Restricted cash		290,683			398,762
Accounts receivable, net		120,854			173,683
Inventories		13,052			12,291
Deferred income taxes		16,553			15,688
Prepaid expenses and other		28,856			25,067

Total current assets		909,523			1,093,557
Property and equipment, net		5,344,802			4,582,325
Deferred financing costs, net		66,747			70,381
Restricted cash		265,336			555,132
Deferred income taxes		1,014			—
Leasehold interest in land, net		911,621			801,195
Other assets, net		36,609			23,868

Total assets	$	7,535,652		$	7,126,458


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	56,192		$	51,038
Construction payables		367,109			329,375
Accrued interest payable		4,458			8,496
Other accrued liabilities		322,159			318,901
Income taxes payable		—			20,352
Current maturities of long-term debt		165,610			6,486

Total current liabilities		915,528			734,648
Other long-term liabilities		17,068			10,742
Deferred income taxes		—			324
Deferred gain on sale of The Grand Canal Shops		63,799			64,665
Deferred rent from The Grand Canal Shops transaction		104,466			104,773
Long-term debt		4,258,356			4,136,152

Total liabilities		5,359,217			5,051,304

Commitments and contingencies (Note 7)
Stockholders’ equity:
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 354,809,535 and 354,492,452 shares issued and outstanding		355			354
Capital in excess of par value		1,009,748			990,429
Accumulated other comprehensive loss		(5,428	)		(580	)
Retained earnings		1,171,760			1,084,951

Total stockholders’ equity		2,176,435			2,075,154

Total liabilities and stockholders’ equity	$	7,535,652		$	7,126,458

The accompanying notes are an integral part of these condensed consolidated financial statements.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended
	March 31,
	2007			2006
	(In thousands,
	except share and per share data)

Revenues:
Casino	$	465,734		$	375,382
Rooms		97,868			91,138
Food and beverage		54,359			51,816
Convention, retail and other		43,046			35,005

		661,007			553,341
Less — promotional allowances		(32,789	)		(22,977	)

Net revenues		628,218			530,364

Operating expenses:
Casino		278,697			205,344
Rooms		22,524			21,753
Food and beverage		23,633			24,057
Convention, retail and other		17,431			16,395
Provision for doubtful accounts		15,516			4,989
General and administrative		57,971			54,812
Corporate expense		18,519			12,954
Rental expense		6,708			3,707
Pre-opening expense		22,457			2,219
Development expense		2,346			9,168
Depreciation and amortization		31,232			25,005
Loss on disposal of assets		178			1,081

		497,212			381,484

Operating income		131,006			148,880
Other income (expense):
Interest income		12,664			10,214
Interest expense, net of amounts capitalized		(34,612	)		(21,415	)
Other income (expense)		(7,033	)		164

Income before income taxes		102,025			137,843
Provision for income taxes		(11,111	)		(16,060	)

Net income	$	90,914		$	121,783

Basic earnings per share	$	0.26		$	0.34

Diluted earnings per share	$	0.26		$	0.34

Weighted average shares outstanding:
Basic		354,613,724			354,199,253

Diluted		356,114,292			354,592,597

The accompanying notes are an integral part of these condensed consolidated financial statements.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended
	March 31,
	2007			2006
	(In thousands)

Cash flows from operating activities:
Net income	$	90,914		$	121,783
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		31,232			25,005
Amortization of leasehold interest in land included in rental expense		4,213			—
Amortization of deferred financing costs and original issue discount		5,054			2,074
Amortization of deferred gain and rent		(1,173	)		(1,172	)
Loss on disposal of assets		178			1,081
Stock-based compensation expense		4,448			2,862
Provision for doubtful accounts		15,516			4,989
Tax benefit from stock option exercises		(2,293	)		(632	)
Deferred income taxes		(2,203	)		6,851
Changes in operating assets and liabilities:
Accounts receivable		37,313			(28,661	)
Inventories		(761	)		(678	)
Prepaid expenses and other		(12,768	)		(6,857	)
Leasehold interest in land		(105,934	)		—
Accounts payable		5,154			9,456
Accrued interest payable		(4,038	)		(4,641	)
Other accrued liabilities		5,962			5,534
Income taxes payable		(19,463	)		8,832

Net cash provided by operating activities		51,351			145,826

Cash flows from investing activities:
Change in restricted cash		398,571			(47,786	)
Capital expenditures		(764,964	)		(294,233	)

Net cash used in investing activities		(366,393	)		(342,019	)

Cash flows from financing activities:
Proceeds from exercise of stock options		9,983			1,864
Tax benefit from stock option exercises		2,293			632
Proceeds from Macao credit facility		85,000			—
Proceeds from Singapore credit facility		110,777			—
Proceeds from airplane financings		72,000			—
Proceeds from senior secured credit facility-revolver		62,000			92,129
Proceeds from Phase II mall construction loan		35,000			14,000
Proceeds from FF&E credit facility and other long-term debt		6,082			75
Repayments on Venetian Intermediate credit facility		—			(50,000	)
Repayment on senior secured credit facility-revolver		(99,000	)		—
Repayments on FF&E credit facility and other long-term debt		(605	)		(1,200	)
Repayments on The Sands Expo Center mortgage loan		(535	)		(951	)
Payments of deferred financing costs		(1,284	)		—

Net cash provided by financing activities		281,711			56,549

Effect of exchange rate on cash		4,790			75

Decrease in cash and cash equivalents		(28,541	)		(139,569	)
Cash and cash equivalents at beginning of period		468,066			456,846

Cash and cash equivalents at end of period	$	439,525		$	317,277

Supplemental disclosure of cash flow information:
Cash payments for interest	$	80,416		$	31,905

Cash payments for taxes	$	30,000		$	—

Non-cash investing and financing activities:
Property and equipment asset acquisitions included in construction payables	$	367,109		$	182,750

The accompanying notes are an integral part of these condensed consolidated financial statements.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 — ORGANIZATION AND BUSINESS OF COMPANY

The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K of Las Vegas Sands Corp. (a Nevada corporation) and its subsidiaries (collectively the “Company”) for the year ended December 31, 2006. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles in the United States of America. In the opinion of management, all adjustments and normal recurring accruals considered necessary for a fair statement of the results for the interim period have been included. The interim results reflected in the unaudited condensed consolidated financial statements are not necessarily indicative of expected results for the full year. The Company’s common stock is traded on the New York Stock Exchange under the symbol “LVS.”

Operations

The Company owns and operates The Venetian Resort Hotel Casino (“The Venetian”), a Renaissance Venice-themed resort situated on the Las Vegas Strip (the “Strip”). The Venetian includes the first all-suites hotel on the Strip with 4,027 suites; a gaming facility of approximately 120,000 gross square feet; an enclosed retail, dining and entertainment complex of approximately 440,000 net leasable square feet (“The Grand Canal Shops”), which was sold to a third party in 2004; and a meeting and conference facility of approximately 1.1 million square feet (the “Congress Center”). A subsidiary of Las Vegas Sands Corp. owns and operates an expo and convention center with approximately 1.2 million square feet (“The Sands Expo Center”), which is connected to The Venetian and the Congress Center.

The Company also owns and operates the Sands Macao Casino (the “Sands Macao”), the first Las Vegas-style casino in Macao, China, which opened in May 2004. The Sands Macao now offers over 229,000 square feet of gaming facilities after its expansion, which was completed in August 2006, as well as several restaurants, VIP facilities, a theater and other high-end amenities. In addition, the Company continues to progress according to plan on the expansion of the hotel tower, which is expected to be completed in September 2007.

United States Development Projects

The Company is currently constructing The Palazzo Resort Hotel Casino (“The Palazzo”), a second resort similar in size to The Venetian, which is situated on a 14-acre site next to The Venetian and The Sands Expo Center. The Palazzo will consist of an all-suites, 50-floor luxury hotel tower with approximately 3,068 suites, a gaming facility of approximately 105,000 square feet and an enclosed shopping, dining and entertainment complex of approximately 400,000 net leasable square feet (the “Phase II mall”), which the Company has contracted to sell to a third party. The Palazzo is expected to open in late 2007. The Company is also constructing a high-rise residential condominium tower, which will consist of approximately 300 luxury condominiums and will be situated between The Palazzo and The Venetian. The condominium tower is currently expected to open in late fall 2008. In addition, the Company is in the process of developing a gaming, hotel, shopping and dining complex (the “Sands Bethworks”) located on the site of the Historic Bethlehem Steel Works in Bethlehem, Pennsylvania, which is expected to open in late 2008. In its first phase, the 126-acre development is expected to feature a 300-room hotel, 200,000 square feet of retail space, 3,000 slot machines, a 50,000 square foot multipurpose event center and a variety of dining options. The Company expects to add an additional 2,000 slot machines in a subsequent phase.

Macao Development Projects

The Company is building The Venetian Macao Resort Hotel Casino (“The Venetian Macao”) on the Cotai Strip ^TM in Macao, China. The Venetian Macao will be an approximately 3,000 all-suites hotel, casino and convention center complex with a Venetian-style theme similar to that of The Venetian in Las Vegas and is expected to open in late August 2007. In addition, the Company is developing multiple other properties on the Cotai Strip.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company has submitted development plans to the Macao government for six casino-resort developments in addition to The Venetian Macao on an area of approximately 200 acres located on the Cotai Strip. The developments are expected to include hotels, exhibition and conference facilities, casinos, showrooms, shopping malls, spas, world-class restaurants, entertainment facilities and other attractions and amenities, as well as common public areas.

In February 2007, the Company received the final draft of the land concession agreement from the Macao government pursuant to which the Company was awarded a concession by lease for parcels which are referred to as 1, 2 and 3 on the Cotai Strip, including the sites on which it is building The Venetian Macao (parcel 1) and the Four Seasons hotel (parcel 2). The Company has accepted the conditions of the draft land concession and has made an initial premium payment of 853.0 million patacas (approximately $105.9 million at exchange rates in effect on March 31, 2007) towards the aggregate land premium of 2.59 billion patacas (approximately $322.0 million at exchange rates in effect on March 31, 2007). Additionally, the Company received a credit in the amount of 193.4 million patacas (approximately $24.0 million at exchange rates in effect on March 31, 2007) towards the aggregate land premium related to reclamation work and other works done on the land and the installation costs of an electrical substation. Each parcel’s share of the remaining balance will either be due upon the completion of the corresponding resort or be payable through seven equal semi-annual payments to be made over a four year period and bearing interest at 5%, whichever comes first. On April 18, 2007, the land concession became effective when it was published in Macao’s Official Gazette. Now that the land concession is effective, the Company will be required to make land premium and annual rent payments relating to parcels 1, 2 and 3 in the amounts and at the times specified in the land concession. The Company has also commenced construction on its other Cotai Strip properties on land for which it has not yet been granted land concessions. If the Company does not obtain land concessions, it could lose all or a substantial part of its $162.8 million in capitalized construction costs to date, related to these other Cotai Strip properties.

Hengqin Island Development Project

The Company has entered into a non-binding letter of intent with the Zhuhai Municipal People’s Government of the People’s Republic of China to work with it to create a master plan for, and develop, a leisure and convention destination resort on Hengqin Island, located approximately one mile from the Cotai Strip, but within mainland China. On January 10, 2007, the Zhuhai Government established a Project Coordination Committee to act as a government liaison empowered to work directly with the Company to advance the development of the project. The Company has interfaced with this committee and is actively working with the committee as it continues to advance its plans. The project remains subject to a number of conditions, including further governmental approvals.

Singapore Development Project

In August 2006, the Company’s wholly-owned subsidiary, Marina Bay Sands Pte. Ltd. (“MBS”), entered into a development agreement (the “Development Agreement”) with the Singapore Tourism Board (“STB”) to build and operate an integrated resort called The Marina Bay Sands in Singapore, which is expected to open in 2009. The Marina Bay Sands will be a large integrated resort that includes three 50+ story hotel towers (totaling approximately 2,500 suites), a casino, an enclosed retail, dining and entertainment complex with approximately 1.0 million net leasable square feet, a convention center and meeting room complex of approximately 1.2 million square feet, theaters, and a landmark iconic structure at the bay-front promenade that contains an art/science museum.

Other Development Projects

The Company is currently exploring the possibility of operating integrated resorts in additional Asian jurisdictions, the United States and Europe.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Recent Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes,” which provides guidance for the accounting for uncertainty in income taxes recognized in the financial statements in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes.” FIN No. 48 provides guidance on the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN No. 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. FIN No. 48 requires entities to assess the likelihood that uncertain tax positions will be accepted by the applicable taxing authority and then measure the amount of benefit to be recognized for these purposes which are considered greater than 50% likely to be sustained. The Company adopted FIN No. 48 as of January 1, 2007 and recorded a reduction to opening retained earnings of $4.1 million.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurement. SFAS No. 157 does not require any new fair value measurements and the Company does not expect the application of this standard to change its current practices. The provisions of SFAS No. 157 are effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Liabilities Including an Amendment of FASB Statement No. 115.” Under SFAS No. 159, the Company may elect to measure many financial instruments and certain other items at fair value, which are not otherwise currently required to be measured at fair value. The decision to measure items at fair value is made at specific election dates on an irrevocable instrument-by-instrument basis and requires recognition of the changes in fair value in earnings and expensing upfront costs and fees associated with the item for which the fair value option is elected. Fair value instruments for which the fair value option has been elected and similar instruments measured using another measurement attribute are to be distinguished on the face of the statement of financial position. SFAS No. 159 is effective for financial statements beginning after November 15, 2007. The Company does not expect the application of this standard to change its current practices.

NOTE 2 — STOCKHOLDERS’ EQUITY AND EARNINGS PER SHARE

Changes in stockholders’ equity for the three months ended March 31, 2007 were as follows (in thousands):


Balance at December 31, 2006	$	2,075,154
Net income		90,914
Stock-based compensation		4,885
Proceeds from exercise of stock options		9,983
Tax benefit from exercise of stock options		4,452
Change in accumulated other comprehensive loss		(4,848	)
Cumulative effect from adoption of FIN No. 48		(4,105	)

Balance at March 31, 2007	$	2,176,435

At March 31, 2007 and December 31, 2006, the accumulated other comprehensive income balance consisted solely of foreign currency translation adjustments. For the three months ended March 31, 2007 and 2006, comprehensive income amounted to $86.1 million and $121.5 million, respectively.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The weighted average number of common and common equivalent shares used in the calculation of basic and diluted earnings per share consisted of the following:


	Three Months Ended
	March 31,
	2007		2006

Weighted-average common shares outstanding (used in the calculation of basic earnings per share)		354,613,724		354,199,253
Potential dilution from stock options and restricted stock		1,500,568		393,344

Weighted-average common and common equivalent shares (used in the calculations of diluted earnings per share)		356,114,292		354,592,597

Antidilutive stock options excluded from calculation of diluted earnings per share		859,973		2,223,714

NOTE 3 — PROPERTY AND EQUIPMENT

Property and equipment consists of the following (in thousands):


	March 31,			December 31,
	2007			2006

Land and land improvements	$	212,559		$	207,144
Building and improvements		1,622,917			1,622,783
Equipment, furniture, fixtures and leasehold improvements		563,696			528,882
Construction in progress		3,447,053			2,694,180

		5,846,225			5,052,989
Less: accumulated depreciation and amortization		(501,423	)		(470,664	)

	$	5,344,802		$	4,582,325

Construction in progress consists of the following (in thousands):


	March 31,		December 31,
	2007		2006

Sands Macao	$	29,835	$	17,443
The Venetian Macao		1,898,583		1,544,622
Other Macao Development Projects		188,338		130,355
The Marina Bay Sands		88,632		30,511
The Palazzo and Phase II Mall		1,130,942		916,302
Other		110,723		54,947

	$	3,447,053	$	2,694,180

During the three months ended March 31, 2007 and 2006, the Company capitalized interest expense of $46.8 million and $8.3 million, respectively.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 4 — LONG-TERM DEBT

Long-term debt consists of the following (in thousands):


	March 31,			December 31,
	2007			2006

Corporate and U.S. Related:
Senior Secured Credit Facility — Term B and Term B Delayed Draw	$	1,170,000		$	1,170,000
Senior Secured Credit Facility — Revolving Facility		223,128			260,128
6.375% Senior Notes		248,210			248,153
The Sands Expo Center Mortgage Loan		90,333			90,868
Phase II Mall Construction Loan		149,500			114,500
Airplane Financings		72,000			—
FF&E Credit Facility — Term Funded		6,790			7,395
FF&E Credit Facility — Term Delayed Draw		37,582			37,582
Macao Related:
Macao Credit Facility — Term B and Local Term		1,300,000			1,300,000
Macao Credit Facility — Term B Delayed		85,000			—
Other Debt		6,082			—
Singapore Related:
Singapore Credit Facility — Term Loan		455,412			393,510
Singapore Credit Facility — Floating Rate Notes		579,929			520,502

		4,423,966			4,142,638
Less: current maturities		(165,610	)		(6,486	)

Total long-term debt	$	4,258,356		$	4,136,152

In February 2007, the Company entered into promissory notes totaling $72.0 million (the “Airplane Financings”) to finance the purchase of one airplane and refinance two others that were already owned (the “Aircraft”). The Airplane Financings consist of balloon payment promissory notes (the “Balloon Notes”) and amortizing promissory notes (the “Amortizing Notes”), all of which have ten year maturities and are collateralized by the Aircraft. The Airplane Financings bear interest at three-month LIBOR plus 1.5% (6.86% at March 31, 2007). The Amortizing Notes, which total $28.8 million, are subject to quarterly principal and interest payments beginning June 1, 2007. The Balloon Notes, which total $43.2 million, are subject to quarterly interest payments beginning June 1, 2007, with the principal payments due in full on March 1, 2017. At March 31, 2007, the book value of the Aircraft collateralizing the Airplane Financings was $67.8 million.

In March 2007, the Company entered into a promissory note (the “Other Debt”) totaling $6.1 million bearing interest at 5.75% with the principal payment due in full on March 28, 2008.

In March 2007, the $2.5 billion Macao credit facility was amended to expand the use of proceeds and remove certain restrictive conditions. In April 2007, the lenders of the Macao credit facility approved a reduction of the interest rate margin for all classes of loans by 50 basis points and the Company exercised its rights under the Macro credit facility to access the $800.0 million of incremental facilities under the accordion feature set forth therein, which increased the total credit facility to $3.3 billion. In April 2007, the Company borrowed $600.0 million of the $800.0 million accordion feature.

On April 17, 2007, the Company announced that its subsidiary, Las Vegas Sands, LLC (“LVSLLC”), commenced the marketing of a $5.0 billion senior secured credit facility, which is expected to consist of a $3.0 billion funded term loan, a $600.0 million delayed draw term loan (which will be available for 12 months after

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

closing), a $400.0 million delayed draw term loan (which will be available for 18 months after closing) and a $1.0 billion revolving credit facility. The proceeds of the senior secured credit facility will be used to (i) refinance LVSLLC’s indebtedness under its current credit facility, repay the Phase II mall construction loan, which is due in March 2008, repay the FF & E credit facilities, and repay The Sands Expo Center mortgage loan, (ii) fund domestic development projects, including permitted investments and certain restricted payments, (iii) provide liquidity to support international development projects, and (iv) fund working capital and for general corporate purposes. Domestic development projects include: the completion of The Palazzo and the Phase II mall, the construction of The Palazzo condominium tower, the refurbishment of rooms at The Venetian, the construction of a new convention center to be built near The Sands Expo Center with direct access to the casino complex, and the construction of Sands Bethworks.

NOTE 5 — INCOME TAXES

The Company adopted the provisions of FIN No. 48 on January 1, 2007. As a result of the implementation of FIN No. 48, the Company recognized a $4.1 million increase in the liability for unrecognized tax benefits, which was accounted for as a reduction to opening retained earnings. At the adoption date of January 1, 2007, the Company had $8.5 million of unrecognized tax benefits, of which $6.1 million would affect the effective income tax rate if recognized.

The Company files income tax returns in the U.S., various states and foreign jurisdictions. The Company is subject to federal, state and local, or foreign income tax examinations by tax authorities for years after 2002. The Company is not presently under examination by any major tax jurisdiction.

The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in the provision for income taxes on the statement of operations. At January 1, 2007, the date of adoption, and at March 31, 2007, the Company did not accrue any significant interest or penalties.

NOTE 6 — STOCK-BASED EMPLOYEE COMPENSATION

The compensation expense for the three months ended March 31, 2007 and 2006 was $4.4 million and $2.9 million, respectively, which is comprised of $4.1 million from stock options and $0.3 million from restricted stock for the three months ended March 31, 2007 and $2.6 million from stock options and $0.3 million from restricted stock for the three months ended March 31, 2006. Compensation cost capitalized as part of property and equipment was $0.5 million and $0.4 million for the three months ended March 31, 2007 and 2006, respectively. During the three months ended March 31, 2007 and 2006, 409,573 options and 2,184,361 options were granted with weighted average grant date fair values of $37.56 and $17.36 per share, respectively. In addition, during the three months ended March 31, 2007 and 2006, 46,474 restricted shares and 73,370 restricted shares were granted with weighted average grant date fair values of $87.32 and $42.59 per share, respectively.

NOTE 7 — COMMITMENTS AND CONTINGENCIES

The Company is involved in other litigation in addition to those noted below, arising in the normal course of business. Management has made certain estimates for potential litigation costs based upon consultation with legal counsel. Actual results could differ from these estimates; however, in the opinion of management, such litigation and claims will not have a material effect on the Company’s financial condition, results of operations or cash flows.

The Palazzo Construction Litigation

Lido Casino Resort, LLC (“Lido”), formerly a wholly-owned subsidiary of the Company and now merged into Venetian Casino Resort, LLC, another wholly-owned subsidiary of the Company, and its construction manager, Taylor International Corp. (“Taylor”), filed suit in March 2006 in the United States District Court for the District of Nevada (the “District Court”) against Malcolm Drilling Company, Inc. (“Malcolm”), the contractor on The Palazzo

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

project responsible for completing certain foundation work (the “District Court Case”). Lido and Taylor claimed in the District Court Case that Malcolm was in default of its contract for performing defective work, failing to correct defective work, failing to complete its work and causing delay to the project. Malcolm responded by filing a Notice of a Lien with the Clerk of Clark County, Nevada in March 2006 in the amount of approximately $19.0 million plus interest, costs and attorney’s fees (the “Lien”). In April 2006, Lido and Taylor moved in the District Court Case to strike or, in the alternative, to reduce the amount of, the Lien, claiming, among other things, that the Lien was excessive for including claims for disruption and delay, which Lido and Taylor claim are not lienable under Nevada law (the “Lien Motion”). Malcolm responded in April 2006 by filing a complaint against Lido and Taylor in District Court of Clark County, Nevada seeking to foreclose on the Lien against Taylor, claiming breach of contract, a cardinal change in the underlying contract, unjust enrichment against Lido and Taylor and bad faith and fraud against Taylor (the “State Court Case”), and simultaneously filed a motion in the District Court Case, seeking to dismiss the District Court Case on abstention grounds (the “Abstention Motion”). In response, in June 2006, Lido filed a motion to dismiss the State Court Case based on the principle of the “prior pending” District Court Case (the “Motion to Dismiss”). In June 2006, the Abstention Motion was granted in part by the United States District Court, the District Court Case was stayed pending the outcome of the Motion to Dismiss in the State Court Case and the Lien Motion was denied without prejudice. Lido and Malcolm then entered into a stipulation under which Lido withdrew the Motion to Dismiss, and in July 2006 filed a replacement lien motion in the State Court Case. The lien motion in the State Court Case was denied in August 2006 and Lido and Taylor filed a permitted interlocutory notice of appeal to the Supreme Court of Nevada in September 2006. On April 11, 2007, Malcolm filed an Amended Notice of Lien with the Clerk of Clark County, Nevada in the amount of approximately $16.7 million plus interest, costs and attorney’s fees. This matter remains in discovery and based upon the advice of legal counsel, management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter. Lido intends to defend itself against the claims pending in the State Court Case.

Litigation Relating to Macao Casino

On October 15, 2004, Richard Suen and Round Square Company Limited filed an action against Las Vegas Sands Corp., Las Vegas Sands, Inc., Sheldon G. Adelson and William P. Weidner in the District Court of Clark County, Nevada, asserting a breach of an alleged agreement to pay a success fee of $5.0 million and 2.0% of the net profit from the Company’s Macao resort operations to the plaintiffs as well as other related claims. In March 2005, Las Vegas Sands Corp. was dismissed as a party without prejudice based on a stipulation to do so between the parties. On May 17, 2005, the plaintiffs filed their first amended complaint. On February 2, 2006, defendants filed a motion for partial summary judgment with respect to plaintiffs’ fraud claims against all the defendants. On March 16, 2006, an order was filed by the court granting defendants’ motion for partial summary judgment. Pursuant to the order filed March 16, 2006, plaintiffs’ fraud claims set forth in the first amended complaint were dismissed with prejudice as against all defendants. The order also dismissed with prejudice the first amended complaint against defendants Sheldon G. Adelson and William P. Weidner. This action is in a preliminary stage, discovery has begun and the Company has filed a motion for partial summary judgment. Based upon the advice of legal counsel, management has determined that based on proceedings to date, the probability of an unfavorable outcome in this matter is remote. The Company intends to defend this matter vigorously.

On January 26, 2006, Clive Basset Jones, Darryl Steven Turok (a/k/a Dax Turok) and Cheong Jose Vai Chi (a/k/a Cliff Cheong), filed an action against Las Vegas Sands Corp., Las Vegas Sands, LLC, Venetian Venture Development, LLC and various unspecified individuals and companies in the District Court of Clark County, Nevada. The plaintiffs assert breach of an agreement to pay a success fee in an amount equal to 5% of the ownership interest in the entity that owns and operates the Macau SAR gaming subconcession as well as other related claims. In April 2006, Las Vegas Sands Corp. was dismissed as a party without prejudice based on a stipulation to do so between the parties. Other than the complaint which has been filed, and the Company’s answer, there is currently no pending activity in the matter. This action is in a preliminary stage and discovery has begun. Based upon the advice

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

of legal counsel, management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter. The Company intends to defend this matter vigorously.

On February 5, 2007, Asian American Entertainment Corporation, Limited (“AAEC”) filed an action against Las Vegas Sands, Inc. (“LVSI”), Venetian Casino Resort, LLC (“VCR”), Venetian Venture Development, LLC (“Venetian Venture Development”), William P. Weidner and David Friedman in the United States District Court for the District of Nevada. The plaintiffs assert breach of contract by LVSI, VCR and Venetian Venture Development of an agreement under which AAEC would work to obtain a gaming license in Macao and, if successful, AAEC would jointly operate a casino, hotel and related facilities in Macao with Venetian Venture Development and Venetian Venture Development would receive fees and a minority equity interest in the venture and breach of fiduciary duties by all of the defendants. The plaintiffs have requested an unspecified amount of actual, compensatory and punitive damages, disgorgement of profits related to the Company’s Macao gaming license. This action is in a preliminary stage and the Company has filed a motion to dismiss the action. Based upon the advice of legal counsel, management has determined that based on proceedings to date, the probability of an unfavorable outcome in this matter is remote. The Company intends to defend this matter vigorously.

NOTE 8 — SEGMENT INFORMATION

The Company reviews the results of operations based on the following geographic segments: (1) Las Vegas, which includes The Venetian, The Sands Expo Center and The Palazzo (currently under construction), (2) Macao, which includes the Sands Macao, The Venetian Macao (currently under construction) and other development projects and (3) Singapore, which includes The Marina Bay Sands (currently under construction). Effective April 1, 2006, the Company changed its segments based upon changes in the information used by the chief operation decision maker to include The Sands Expo Center within the Las Vegas segment. The information for the three months ended March 31, 2006 has been reclassified to conform to the current presentation. The Company’s segment information is as follows for the three months ended March 31, 2007 and 2006 (in thousands):


	Three Months Ended March 31,
	2007			2006

Net Revenues
Las Vegas	$	277,844		$	248,727
Macao		350,374			281,637

Total net revenues	$	628,218		$	530,364

Adjusted EBITDAR
Las Vegas	$	112,102		$	101,082
Macao		102,296			103,447

Total adjusted EBITDAR		214,398			204,529
Other Operating Costs and Expenses
Corporate expense		(18,519	)		(12,954	)
Rental expense		(6,708	)		(3,707	)
Stock-based compensation expense		(1,952	)		(1,515	)
Depreciation and amortization		(31,232	)		(25,005	)
Loss on disposal of assets		(178	)		(1,081	)
Pre-opening expense		(22,457	)		(2,219	)
Development expense		(2,346	)		(9,168	)

Operating income		131,006			148,880

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Three Months Ended March 31,

2007 2006

Other Non-Operating Costs and Expenses

Interest income
12,664 10,214

Interest expense, net of amounts capitalized
(34,612 ) (21,415 )

Other income (expense)
(7,033 ) 164

Provision for income taxes
(11,111 ) (16,060 )

Net income
$ 90,914 $ 121,783


(1)		Adjusted EBITDAR is earnings before interest, income taxes, depreciation and amortization, pre-opening expense, development expense, other income (expense), loss on disposal of assets, rental expense, corporate expense and stock-based compensation expense included in general and administrative expense. Adjusted EBITDAR is used by management as the primary measure of operating performance of the Company’s properties and to compare the operating performance of the Company’s properties with those of its competitors.


	Three Months Ended March 31,
	2007		2006

Capital Expenditures
Las Vegas Sands Corp. and Others	$	46,421	$	35
Las Vegas:
The Venetian		39,508		22,711
The Palazzo		177,809		75,453
Macao:
Sands Macao		18,479		16,454
The Venetian Macao		377,287		179,572
Other Development Projects		62,068		—
Singapore		43,392		8

Total capital expenditures	$	764,964	$	294,233


	March 31,		December 31,
	2007		2006

Total Assets
Las Vegas Sands Corp. and Others	$	321,858	$	209,701
Las Vegas:
The Venetian		1,857,139		1,991,566
The Palazzo		1,418,405		1,179,157
Macao:
Sands Macao		544,556		537,990
The Venetian Macao		2,143,827		2,138,535
Other Development Projects		236,610		170,441
Singapore		1,013,257		899,068

Total consolidated assets	$	7,535,652	$	7,126,458

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 9 — CONDENSED CONSOLIDATING FINANCIAL INFORMATION

Las Vegas Sands Corp. (“LVSC”) is the obligor of the 6.375% Senior Notes due 2015 issued by LVSC on February 10, 2005. Las Vegas Sands, LLC, Venetian Casino Resort, LLC (“VCR”), Mall Intermediate Holding Company, LLC, Venetian Venture Development, LLC, Venetian Transport, LLC, Venetian Marketing, Inc., Lido Intermediate Holding Company, LLC and Lido Casino Resort, LLC, which was merged into VCR in March 2007 (collectively, the “Guarantor Subsidiaries”) have jointly and severally guaranteed the 6.375% Senior Notes on a full and unconditional basis.

The condensed consolidating financial information of the Company, the Guarantor Subsidiaries and the non-guarantor subsidiaries on a combined basis as of March 31, 2007 and December 31, 2006, and for the three months ended March 31, 2007 and 2006, is as follows (in thousands).

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CONDENSED CONSOLIDATING BALANCE SHEETS
March 31, 2007


					Non-		Consolidating/
	Las Vegas		Guarantor		Guarantor		Eliminating
	Sands Corp.		Subsidiaries		Subsidiaries		Entries			Total

Cash and cash equivalents	$	128,346	$	69,329	$	241,850	$	—		$	439,525
Restricted cash		50,483		91,940		148,260		—			290,683
Intercompany receivables		120,574		66,282		—		(186,856	)		—
Accounts receivable, net		128		110,047		10,679		—			120,854
Inventories		—		10,542		2,510		—			13,052
Deferred income taxes		1,620		15,000		—		(67	)		16,553
Prepaid expenses		7,232		7,649		13,975		—			28,856

Total current assets		308,383		370,789		417,274		(186,923	)		909,523
Property and equipment, net		135,121		2,430,237		2,779,444		—			5,344,802
Investment in subsidiaries		2,002,204		875,763		—		(2,877,967	)		—
Intercompany notes receivable		72,842		52,732		—		(125,574	)		—
Deferred financing costs, net		1,509		21,710		43,528		—			66,747
Restricted cash		—		187,988		77,348		—			265,336
Deferred income taxes		—		—		4,642		(3,628	)		1,014
Leasehold interest in land, net		—		—		911,621		—			911,621
Other assets, net		620		19,252		16,737		—			36,609

Total assets	$	2,520,679	$	3,958,471	$	4,250,594	$	(3,194,092	)	$	7,535,652

Accounts payable	$	370	$	35,206	$	20,616	$	—		$	56,192
Construction payables		3,071		99,573		264,465		—			367,109
Intercompany payables		—		81,402		105,454		(186,856	)		—
Accrued interest payable		2,623		470		1,365		—			4,458
Other accrued liabilities		4,908		128,385		188,866		—			322,159
Deferred income taxes		—		—		67		(67	)		—
Current maturities of long-term debt		2,878		1,800		160,932		—			165,610

Total current liabilities		13,850		346,836		741,765		(186,923	)		915,528
Other long-term liabilities		9,862		173,358		2,113		—			185,333
Intercompany notes payable		—		—		125,574		(125,574	)		—
Deferred income taxes		3,200		428		—		(3,628	)		—
Long-term debt		317,332		1,435,645		2,505,379		—			4,258,356

		344,244		1,956,267		3,374,831		(316,125	)		5,359,217

Stockholders’ equity		2,176,435		2,002,204		875,763		(2,877,967	)		2,176,435

Total liabilities and stockholders’ equity	$	2,520,679	$	3,958,471	$	4,250,594	$	(3,194,092	)	$	7,535,652

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CONDENSED CONSOLIDATING BALANCE SHEETS
December 31, 2006


							Consolidating/
	Las Vegas		Guarantor		Non-Guarantor		Eliminating
	Sands Corp.		Subsidiaries		Subsidiaries		Entries			Total

Cash and cash equivalents	$	69,100	$	84,581	$	314,385	$	—		$	468,066
Restricted cash		50,076		67,742		280,944		—			398,762
Intercompany receivables		170,844		59,004		—		(229,848	)		—
Accounts receivable, net		137		120,707		52,839		—			173,683
Inventories		—		10,100		2,191		—			12,291
Deferred income taxes		1,583		14,171		—		(66	)		15,688
Prepaid expenses and other		1,793		7,826		15,448		—			25,067

Total current assets		293,533		364,131		665,807		(229,914	)		1,093,557
Property and equipment, net		85,758		2,231,110		2,265,457		—			4,582,325
Investment in subsidiaries		1,919,079		831,931		—		(2,751,010	)		—
Intercompany notes receivable		73,154		52,736		—		(125,890	)		—
Deferred financing costs, net		1,176		23,113		46,092		—			70,381
Restricted cash		—		328,556		226,576		—			555,132
Deferred income taxes		—		907		4,141		(5,048	)		—
Leasehold interest in land, net		—		—		801,195		—			801,195
Other assets, net		78		12,468		11,322		—			23,868

Total assets	$	2,372,778	$	3,844,952	$	4,020,590	$	(3,111,862	)	$	7,126,458

Accounts payable	$	884	$	26,749	$	23,405	$	—		$	51,038
Construction payables		674		67,068		261,633		—			329,375
Intercompany payables		—		43,261		186,587		(229,848	)		—
Accrued interest payable		5,977		763		1,756		—			8,496
Other accrued liabilities		13,231		138,312		167,358		—			318,901
Income taxes payable		20,352		—		—		—			20,352
Deferred income taxes		—		—		66		(66	)		—
Current maturities of long-term debt		—		1,800		4,686		—			6,486

Total current liabilities		41,118		277,953		645,491		(229,914	)		734,648
Other long-term liabilities		2,981		174,675		2,524		—			180,180
Intercompany notes payable		—		—		125,890		(125,890	)		—
Deferred income taxes		5,372		—		—		(5,048	)		324
Long-term debt		248,153		1,473,245		2,414,754		—			4,136,152

Total liabilities		297,624		1,925,873		3,188,659		(360,852	)		5,051,304

Stockholders’ equity		2,075,154		1,919,079		831,931		(2,751,010	)		2,075,154

Total liabilities and stockholders’ equity	$	2,372,778	$	3,844,952	$	4,020,590	$	(3,111,862	)	$	7,126,458

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2007


							Non-			Consolidating/
	Las Vegas			Guarantor			Guarantor			Eliminating
	Sands Corp.			Subsidiaries			Subsidiaries			Entries			Total

Revenues:
Casino	$	—		$	119,639		$	346,095		$	—		$	465,734
Rooms		—			96,086			1,782			—			97,868
Food and beverage		—			37,888			18,024			(1,553	)		54,359
Convention, retail and other		11,175			23,217			20,705			(12,051	)		43,046

Total revenues		11,175			276,830			386,606			(13,604	)		661,007
Less — promotional allowances		(212	)		(18,749	)		(13,828	)		—			(32,789	)

Net revenues		10,963			258,081			372,778			(13,604	)		628,218

Operating expenses:
Casino		—			52,080			226,704			(87	)		278,697
Rooms		—			22,428			96			—			22,524
Food and beverage		—			17,350			6,651			(368	)		23,633
Convention, retail and other		—			9,831			9,545			(1,945	)		17,431
Provision for doubtful accounts		—			15,611			(95	)		—			15,516
General and administrative		—			47,154			22,021			(11,204	)		57,971
Corporate expense		18,365			68			86			—			18,519
Rental expense		—			1,931			4,777			—			6,708
Pre-opening expense		—			1,102			21,355			—			22,457
Development expense		828			—			1,518			—			2,346
Depreciation and amortization		727			18,459			12,046			—			31,232
Loss on disposal of assets		—			168			10			—			178

		19,920			186,182			304,714			(13,604	)		497,212

Operating income (loss)		(8,957	)		71,899			68,064			—			131,006
Other income (expense):
Interest income		2,213			6,385			7,055			(2,989	)		12,664
Interest expense, net of amounts capitalized		(3,222	)		(16,619	)		(17,760	)		2,989			(34,612	)
Other expense		(6	)		—			(7,027	)		—			(7,033	)
Income from equity investment in subsidiaries		89,836			49,831			—			(139,667	)		—

Income before income taxes		79,864			111,496			50,332			(139,667	)		102,025
Benefit (provision) for income taxes		11,050			(21,660	)		(501	)		—			(11,111	)

Net income	$	90,914		$	89,836		$	49,831		$	(139,667	)	$	90,914

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2006


							Non-			Consolidating/
	Las Vegas			Guarantor			Guarantor			Eliminating
	Sands Corp.			Subsidiaries			Subsidiaries			Entries			Total

Revenues:
Casino	$	—		$	97,136		$	278,246		$	—		$	375,382
Rooms		—			89,569			1,569			—			91,138
Food and beverage		—			41,946			11,088			(1,218	)		51,816
Convention, retail and other		6,597			12,347			23,061			(7,000	)		35,005

Total revenues		6,597			240,998			313,964			(8,218	)		553,341
Less — promotional allowances		(190	)		(15,278	)		(7,509	)		—			(22,977	)

Net revenues		6,407			225,720			306,455			(8,218	)		530,364

Operating expenses:
Casino		—			46,053			159,291			—			205,344
Rooms		—			21,715			38			—			21,753
Food and beverage		—			18,176			5,946			(65	)		24,057
Convention, retail and other		—			7,756			10,195			(1,556	)		16,395
Provision for doubtful accounts		—			4,739			250			—			4,989
General and administrative		—			41,981			19,428			(6,597	)		54,812
Corporate expense		12,825			—			129			—			12,954
Rental expense		—			3,316			391			—			3,707
Pre-opening expense		—			256			1,963			—			2,219
Development expense		340			—			8,828			—			9,168
Depreciation and amortization		516			15,942			8,547			—			25,005
Loss on disposal of assets		—			12			1,069			—			1,081

		13,681			159,946			216,075			(8,218	)		381,484

Operating income (loss)		(7,274	)		65,774			90,380			—			148,880
Other income (expense):
Interest income		3,696			7,084			985			(1,551	)		10,214
Interest expense, net of amounts capitalized		(445	)		(16,695	)		(5,826	)		1,551			(21,415	)
Other income		—			156			8			—			164
Income from equity investment in subsidiaries		120,852			84,574			—			(205,426	)		—

Income before income taxes		116,829			140,893			85,547			(205,426	)		137,843
Benefit (provision) for income taxes		4,954			(20,041	)		(973	)		—			(16,060	)

Net income	$	121,783		$	120,852		$	84,574		$	(205,426	)	$	121,783

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2007


							Non-			Consolidating/
	Las Vegas			Guarantor			Guarantor			Eliminating
	Sands Corp.			Subsidiaries			Subsidiaries			Entries			Total

Net cash provided by (used in) operating activities	$	(34,188	)	$	75,463		$	10,076		$	—		$	51,351

Cash flows from investing activities:
Change in restricted cash		(407	)		116,370			282,608			—			398,571
Capital expenditures		(46,455	)		(185,121	)		(533,388	)		—			(764,964	)
Intercompany receivable from Non-Guarantor Subsidiaries		(11,069	)		(21,364	)		—			32,433			—
Intercompany receivable from Guarantor Subsidiaries		(37,000	)		—			—			37,000			—
Repayment of receivable from Non-Guarantor Subsidiaries		104,464			—			—			(104,464	)		—

Net cash provided by (used in) investing activities		9,533			(90,115	)		(250,780	)		(35,031	)		(366,393	)

Cash flows from financing activities:
Proceeds from exercise of stock options		9,983			—			—			—			9,983
Tax benefit from stock option exercises		2,293			—			—			—			2,293
Borrowings from Las Vegas Sands Corp.		—			37,000			11,069			(48,069	)		—
Repayment on borrowings from Las Vegas Sands Corp.		—			—			(104,464	)		104,464			—
Borrowings from Guarantor Subsidiaries		—			—			21,364			(21,364	)		—
Proceeds from Macao credit facility		—			—			85,000			—			85,000
Proceeds from Singapore credit facility		—			—			110,777			—			110,777
Proceeds from airplane financings		72,000			—			—			—			72,000
Proceeds from senior secured credit facility — revolver		—			62,000			—			—			62,000
Proceeds from Phase II mall construction loan		—			—			35,000			—			35,000
Proceeds on FF&E credit facility and other long-term debt		—			—			6,082			—			6,082
Repayment on senior secured credit facility — revolver		—			(99,000	)		—			—			(99,000	)
Repayments on The Sands Expo Center mortgage loan		—			—			(535	)		—			(535	)
Repayments on FF&E credit facility and other long-term debt		—			(600	)		(5	)		—			(605	)
Payments of deferred financing costs		(375	)		—			(909	)		—			(1,284	)

Net cash provided by (used in) financing activities		83,901			(600	)		163,379			35,031			281,711

Effect of foreign exchange rate on cash		—			—			4,790			—			4,790

Increase (decrease) in cash and cash equivalents		59,246			(15,252	)		(72,535	)		—			(28,541	)
Cash and cash equivalents at beginning of period		69,100			84,581			314,385			—			468,066

Cash and cash equivalents at end of period	$	128,346		$	69,329		$	241,850		$	—		$	439,525

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2006


							Non-			Consolidating/
	Las Vegas			Guarantor			Guarantor			Eliminating
	Sands Corp.			Subsidiaries			Subsidiaries			Entries			Total

Net cash provided by (used in) operating activities	$	(19,426	)	$	55,386		$	109,866		$	—		$	145,826

Cash flows from investing activities:
Change in restricted cash		(469	)		(6,279	)		(41,038	)		—			(47,786	)
Capital expenditures		(35	)		(84,818	)		(209,380	)		—			(294,233	)
Notes receivable from subsidiaries		(66,435	)		—			—			66,435			—
Intercompany receivables from subsidiaries		(39,818	)		(56,460	)		—			96,278			—
Capital contributions to subsidiaries		(6,456	)		(8,649	)		—			15,105			—

Net cash used in investing activities		(113,213	)		(156,206	)		(250,418	)		177,818			(342,019	)

Cash flows from financing activities:
Proceeds from exercise of stock options		1,864			—			—			—			1,864
Tax benefit from stock option exercises		632			—			—			—			632
Capital contributions received		—			6,456			8,649			(15,105	)		—
Borrowings from Las Vegas Sands Corp.		—			—			66,435			(66,435	)		—
Proceeds from senior secured credit facility — revolver		—			92,129			—			—			92,129
Proceeds from Phase II mall construction loan		—			—			14,000			—			14,000
Proceeds from other long-term debt		—			—			75			—			75
Repayments on Venetian Intermediate credit facility		—			—			(50,000	)		—			(50,000	)
Repayments on FF&E credit facility		—			(1,200	)		—			—			(1,200	)
Repayments on The Sands Expo Center mortgage loan		—			—			(951	)		—			(951	)
Net change in intercompany accounts		—			2,818			93,460			(96,278	)		—

Net cash provided by financing activities		2,496			100,203			131,668			(177,818	)		56,549

Effect of foreign exchange rate on cash		—			—			75			—			75

Decrease in cash and cash equivalents		(130,143	)		(617	)		(8,809	)		—			(139,569	)
Cash and cash equivalents at beginning of period		202,196			87,173			167,477			—			456,846

Cash and cash equivalents at end of period	$	72,053		$	86,556		$	158,668		$	—		$	317,277

LAS VEGAS SANDS CORP. AND SUBSIDIARIES


ITEM 2 —	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with, and is qualified in its entirety by, the condensed consolidated financial statements, and the notes thereto and other financial information included in this Form 10-Q. Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements. See “— Special Note Regarding Forward-Looking Statements.”

Operations

We own and operate The Venetian Resort Hotel Casino (“The Venetian”), a Renaissance Venice-themed resort situated on the Las Vegas Strip (the “Strip”). The Venetian includes the first all-suites hotel on the Strip with 4,027 suites; a gaming facility of approximately 120,000 gross square feet; an enclosed retail, dining and entertainment complex of approximately 440,000 net leasable square feet (“The Grand Canal Shops”), which was sold to a third party in 2004; and a meeting and conference facility of approximately 1.1 million square feet (the “Congress Center”). A subsidiary of Las Vegas Sands Corp. owns and operates an expo and convention center with approximately 1.2 million square feet (“The Sands Expo Center”), which is connected to The Venetian and the Congress Center. Approximately 43.0% of our gross revenue at The Venetian for the three months ended March 31, 2007 was derived from gaming and 57.0% was derived from hotel rooms, food and beverage, and other sources. The percentage of non-gaming revenue for The Venetian reflects the resort’s emphasis on the group convention and trade show business and the resulting higher occupancy and room rates during mid-week periods.

We also own and operate the Sands Macao Casino (the “Sands Macao”), a Las Vegas-style casino in Macao, China, which opened in May 2004. The Sands Macao now offers over 229,000 square feet of gaming facilities after our expansion, which was completed in August 2006, as well as several restaurants, VIP facilities, a theater and other high-end amenities. In addition, we continue to progress according to plan on our expansion of the hotel tower, which we expect to be completed in September 2007 and to cost approximately $100.0 million. Approximately 95.0% of the Sands Macao’s gross revenue for the three months ended March 31, 2007 was derived from gaming activities, with the remainder primarily derived from food and beverage services.

United States Development Projects

The Palazzo

We are currently constructing The Palazzo Resort Hotel Casino (“The Palazzo”), a second resort similar in size to The Venetian, which is situated on a 14-acre site next to The Venetian and The Sands Expo Center. The Palazzo will consist of an all-suites, 50-floor luxury hotel tower with approximately 3,068 suites, a gaming facility of approximately 105,000 square feet and an enclosed shopping, dining and entertainment complex of approximately 400,000 net leasable square feet (the “Phase II mall”), which we have contracted to sell to a third party. The Palazzo is expected to open in late 2007 at a cost estimated to be approximately $2.10 billion, of which the Phase II mall is expected to cost approximately $508.0 million (exclusive of certain incentive payments to executives made in July 2004 and inclusive of $140.0 million of additional costs for structural enhancements relating to the development of the high-rise condominium tower). In addition, we expect that additional capital expenditures will be required to build out stores and restaurants to be located in the Phase II mall. In connection with the sale of The Grand Canal Shops, we entered into an agreement with General Growth Partners (“GGP”), the purchaser of The Grand Canal Shops, to sell GGP the Phase II mall upon completion of construction. The ultimate purchase price that GGP has agreed to pay for the Phase II mall is the greater of (i) $250.0 million and (ii) the Phase II mall’s net operating income for months 19 through 30 of its operations divided by a capitalization rate. The capitalization rate is 6.0% on the first $38.0 million of net operating income and 8.0% on the net operating income above $38.0 million.

We are in the early stages of constructing a high-rise residential condominium tower which will consist of approximately 300 luxury condominiums and will be situated between The Palazzo and The Venetian. The condominium tower is currently expected to open in late fall 2008 at an estimated cost of approximately $465.0 million.

Sands Bethworks

On December 20, 2006, the Pennsylvania Gaming Control Board announced that our indirect majority-owned subsidiary, Sands Bethworks Gaming, LLC (“Sands Bethworks Gaming”), had been awarded a Pennsylvania gaming license. Sands Bethworks Gaming is a project venture in which we effectively own 86% of the economic interest. The issuance of the license is subject to appeals and the actual license will be issued once the appeal period ends. We are in the process of developing a gaming, hotel, shopping and dining complex (the “Sands Bethworks”) located on the site of the Historic Bethlehem Steel Works in Bethlehem, Pennsylvania, which is about 70 miles from midtown Manhattan, New York. In its first phase, the 126-acre development is expected to feature a 300-room hotel, 200,000 square feet of retail space, 3,000 slot machines, a 50,000 square foot multipurpose event center and a variety of dining options. We expect to add an additional 2,000 slot machines in a subsequent phase. We currently expect the cost to develop and construct the Sands Bethworks will be approximately $635.0 million and expect the complex to open in late 2008.

Macao Development Projects

We are building The Venetian Macao Resort Hotel Casino (“The Venetian Macao”) on the Cotai Strip ^TM in Macao, China. The Venetian Macao will be an approximately 3,000 all-suites hotel, casino and convention center complex with a Venetian-style theme similar to that of The Venetian in Las Vegas. Under our gaming subconcession in Macao, we are obligated to develop and open The Venetian Macao and a convention center by December 2007. We currently expect to open The Venetian Macao in late August 2007. If we fail to meet the December 2007 deadline and that deadline is not extended, we could lose our right to continue to operate the Sands Macao or any other facilities developed under our Macao gaming subconcession, and our investment to date in The Venetian Macao could be lost.

In addition to the development of The Venetian Macao, we are developing multiple other properties on the Cotai Strip. We have submitted development plans to the Macao government for six casino-resort developments in addition to The Venetian Macao on an area of approximately 200 acres located on the Cotai Strip (which we refer to as parcels 2, 3, 5, 6, 7 and 8). The developments are expected to include hotels, exhibition and conference facilities, casinos, showrooms, shopping malls, spas, world-class restaurants, entertainment facilities and other attractions and amenities, as well as common public areas. We have commenced construction or pre-construction on all seven parcels of the Cotai Strip. We plan to own and operate all of the casinos in these developments under our Macao gaming subconcession. More specifically, the Company intends to develop its other Cotai Strip properties as follows:


	•	Parcel 2 is intended to be a Four Seasons hotel and casino, which will be adjacent to The Venetian Macao and is expected to be a boutique hotel with approximately 400 luxury hotel rooms, approximately 800,000 square feet of Four Seasons-serviced luxury apartments, distinctive dining experiences, a full service spa and other amenities, an approximately 45,000 square foot casino and approximately 210,000 square feet of upscale retail offerings. The Company will own the entire development. The Company has entered into an exclusive non-binding letter of intent and is currently negotiating definitive agreements under which Four Seasons Hotels Inc. will manage the hotel and serviced luxury apartments under its Four Seasons brand.

	•	Parcel 5 is intended to include a three-hotel complex with approximately 2,450 luxury and mid-scale hotel rooms, serviced luxury apartments, a casino and a retail shopping mall. The Company will own the entire development and has entered into a management agreement with Shangri-La Hotels and Resorts to manage two hotels under its Shangri-La and Traders brands. In addition, the Company has entered into a management agreement with Starwood Hotels & Resorts Worldwide to manage a hotel and serviced luxury apartments under its St. Regis brand.

	•	Parcel 6 is intended to include a two-hotel complex with approximately 4,000 luxury and mid-scale hotel rooms, a casino and a retail shopping mall physically connected to the mall in the Shangri-La/Traders hotel podium. The Company will own the entire development and has entered into a management agreement with Starwood Hotels & Resorts Worldwide to manage the hotels under its Sheraton brand.


	•	Parcels 7 and 8 are intended to each include a two-hotel complex with approximately 3,000 luxury and mid-scale hotel rooms on each parcel, serviced luxury vacation suites, a casino and retail shopping malls that are physically connected. The Company will own the entire development and has entered into non-binding agreements with Hilton Hotels to manage Hilton and Conrad brand hotels and serviced luxury vacation suites on parcel 7 and Fairmont Raffles Holdings to manage Fairmont and Raffles brand hotel complexes and serviced luxury vacation suites on parcel 8. The Company is currently negotiating definitive agreements with Hilton Hotels and Fairmont Raffles Holdings.

	•	For parcel 3, the Company has signed a non-binding memorandum of agreement with an independent developer. The Company is currently negotiating the definitive agreement pursuant to which it will partner with this developer to build a multi-hotel complex, which may include a Cosmopolitan hotel. In addition, the Company has signed a non-binding letter of intent with Intercontinental Hotels Group to manage hotels under the Intercontinental and Holiday Inn International brands, and serviced luxury vacation suites under the Intercontinental brand, on the site. The Company is currently negotiating definitive agreements with Intercontinental Hotels Group. In total, the multi-hotel complex is intended to include approximately 3,600 hotel rooms, serviced luxury vacation suites, a casino and a retail shopping mall.

The casino at The Venetian Macao is currently planned to have approximately 850 table games and 4,100 slot machines when it opens in late August 2007, and is designed to have a final capacity of approximately 1,150 table games and 7,000 slot machines. The Four Seasons resort is currently planned to feature approximately 130 table games and 400 slot machines. The casinos on parcels 3, 5, 6, 7 and 8 are each currently planned to include approximately 325 table games and 1,750 slot machines. Upon completion, our developments on the Cotai Strip are currently planned to feature total gaming capacity of approximately 2,900 table games and 16,000 slot machines.

In February 2007, we received the final draft of the land concession agreement from the Macao government pursuant to which we were awarded a concession by lease for parcels 1, 2 and 3 on the Cotai Strip, including the sites on which we are building The Venetian Macao (parcel 1) and the Four Seasons hotel (parcel 2). We have accepted the conditions of the draft land concession and have made an initial premium payment of 853.0 million patacas ($105.9 million at exchange rates in effect on March 31, 2007) towards the aggregate land premium of 2.59 billion patacas ($322.0 million at exchange rates in effect on March 31, 2007). Additionally, we received a credit in the amount of 193.4 million patacas ($24.0 million at exchange rates in effect on March 31, 2007) towards the aggregate land premium related to reclamation work and other works done on the land and the installation costs of an electrical substation. Each parcel’s share of the remaining balance will be either due upon completion of the corresponding resort or be payable through seven semi-annual payments to be made over a four year period and bearing interest at 5%, whichever comes first. On April 18, 2007, the land concession became effective when it was published in Macao’s Official Gazette. Now that the land concession is effective, we will be required to make land premium and annual rent payments relating to parcels 1, 2 and 3 in the amounts and at the times specified in the land concession.

We currently estimate that the cost of developing and building The Venetian Macao will be approximately $2.4 billion (exclusive of the aggregate land concession payment of $322.0 million for parcels 1, 2 and 3). Our subsidiary, Venetian Macau Limited and its subsidiaries (collectively “VML”), obtained a $2.5 billion credit facility to fund the Sands Macao expansion and to partially fund the design, development, construction and pre-opening costs for The Venetian Macao, the Four Seasons hotel and some of our other development projects on the Cotai Strip, and to pay related fees and expenses. In March 2007, this credit facility was amended to expand the use of proceeds and remove certain restrictive conditions. In April 2007, we exercised our rights under this facilities to access the $800.0 million of incremental facilities under the accordion feature set forth therein, which increased the total credit facility to $3.3 billion. Currently, we expect the total cost of development on the Cotai Strip to be in the range of $9.0 billion to $11.0 billion. We will need to arrange additional debt financing to finance those costs as well and there is no assurance that we will be able to obtain this additional debt financing.

We do not yet have all the necessary Macao government approvals that we will need in order to develop the Cotai Strip developments. We have commenced construction on our other Cotai Strip properties on land for which we have not yet been granted land concessions. If we do not obtain land concessions, we could lose all or a

substantial part of our investment in these other Cotai Strip properties. As of March 31, 2007, we have capitalized approximately $162.8 million of construction costs related to our other Cotai Strip properties.

Hengqin Island Development Project

We have entered into a non-binding letter of intent with the Zhuhai Municipal People’s Government of the People’s Republic of China to work with it to create a master plan for, and develop, a leisure and convention destination resort on Hengqin Island, located approximately one mile from the Cotai Strip, but within mainland China. We are actively preparing preliminary design concepts for presentation to the government. On January 10, 2007, the Zhuhai Government established a Project Coordination Committee to act as a government liaison empowered to work directly with the Company to advance the development of the project. We have interfaced with this committee and are actively working with the committee as we continue to advance our plans. The project remains subject to a number of conditions, including further governmental approvals.

Singapore Development Project

In August 2006, our wholly-owned subsidiary, Marina Bay Sands Pte. Ltd (“MBS”), entered into a development agreement (the “Development Agreement”) with the Singapore Tourism Board (“STB”) to build and operate an integrated resort called The Marina Bay Sands in Singapore. The Marina Bay Sands will be a large integrated resort that includes three 50+ story hotel towers (totaling approximately 2,500 suites), a casino, an enclosed retail, dining and entertainment complex with approximately 1.0 million net leasable square feet, a convention center and meeting room complex of approximately 1.2 million square feet, theaters, and a landmark iconic structure at the bay-front promenade that contains an art/science museum. We expect the cost to develop and construct The Marina Bay Sands integrated resort will be approximately $3.6 billion, inclusive of the land premium, taxes and other fees discussed above. The Marina Bay Sands is expected to open in 2009.

United Kingdom Development Projects

In December 2006, we announced that one of our affiliates and Cantor Gaming, an affiliate of the global financial services company Cantor Fitzgerald, have agreed to launch an online casino and poker site initially aimed at serving the United Kingdom market. Cantor Gaming will provide an online casino and poker destination featuring the Company’s brands. The site will offer casino games, including blackjack, roulette, baccarat, video poker, slots and online poker. The offering will be part of a full end-to-end gaming service, including customer age and location verification, online payment processing and customer services. The site is expected to be launched during the second half of 2007. The site will be hosted, and the operator will be licensed, in compliance with the laws of Alderney, British Channel Islands. It will not accept U.S. customers.

The United Kingdom government recently announced that the approval for the country’s first regional super casino had been rescinded. Should the government approve an alternative super casino site, we intend to evaluate the efficacy of participating in the tender process for that site. In addition, we have existing agreements to develop and lease gaming and entertainment facilities with Sheffield United and Glasgow Rangers football clubs in the United Kingdom. Our ability to eventually develop and lease gaming and entertainment facilities under these agreements is subject to a number of conditions, including the passage of legislation to expand the number of authorized regional casinos and our ability to obtain a gaming license.

Other Development Projects

We are currently exploring the possibility of operating integrated resorts in additional Asian jurisdictions, the United States and Europe.

Critical Accounting Policies and Estimates

The preparation of our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates are based on historical information, information that is currently available to

us and on various other assumptions that management believes to be reasonable under the circumstances. Actual results could vary from those estimates and we may change our estimates and assumptions in future evaluations. Changes in these estimates and assumptions may have a material effect on our results of operations and financial condition. We believe that the critical accounting policies discussed below affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements. For a discussion of our significant accounting policies and estimates, please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations and Notes to Consolidated Financial Statements presented in our 2006 Annual Report on Form 10-K filed on February 28, 2007.

There were no newly identified significant accounting estimates in the three months ended March 31, 2007, nor were there any material changes to the critical accounting policies and estimates discussed in our 2006 Annual Report, with the exception of the adoption of Financial Accounting Standard Board issued Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes,” which is described below.

Income Taxes

We are subject to income taxes in the United States, and in several states and foreign jurisdictions in which we operate. We account for income taxes in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes.” Under SFAS No. 109, deferred tax assets and liabilities are recognized based on differences between financial statement and tax basis of assets and liabilities using enacted tax rates. SFAS No. 109 requires the recognition of deferred tax assets, net of any applicable valuation allowances, related to net operating loss carryforwards, tax credits and other temporary differences. The standard requires recognition of a future tax benefit to the extent that realization of such benefit is more likely than not; otherwise, a valuation allowance is applied.

Our income tax returns are subject to examination by the Internal Revenue Service (“IRS”) and other tax authorities. While positions taken in tax returns are sometimes subject to uncertainty in the tax laws, we do not take such positions unless we have “substantial authority” to do so under the Internal Revenue Code and applicable regulations. We may take positions on our tax returns based on substantial authority that are not ultimately accepted by the IRS. We are subject to income tax examination by tax authorities for years after 2002. There are currently no income tax returns being examined by the IRS or other major tax authorities.

Recent Accounting Pronouncements

See related disclosure at “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 1 — Organization and Business of Company.”

Summary Financial Results

The following table summarizes our results of operations:


	Three Months Ended March 31,
					Percent
	2007		2006		Change
	(in thousands, except for percentages)

Net revenues	$	628,218	$	530,364		18.5	%
Operating expenses		497,212		381,484		30.3	%
Operating income		131,006		148,880		(12.0	)%
Income before income taxes		102,025		137,843		(26.0	)%
Net income		90,914		121,783		(25.3	)%


	Percent of Net Revenues
	Three Months Ended March 31,
	2007			2006

Operating expenses		79.1	%		71.9	%
Operating income		20.9	%		28.1	%
Income before income taxes		16.2	%		26.0	%
Net income		14.5	%		23.0	%

Operating Results

Key operating revenue measurements

The Venetian’s operating revenue is dependent upon the volume of customers who stay at the hotel, which affects the price that can be charged for hotel rooms and the volume of table games and slot machine play. The Sands Macao is almost wholly dependent on casino customers that visit the casino on a daily basis. Hotel revenues are not material for the Sands Macao. Visitors to the Sands Macao arrive by ferry, automobile, bus, airplane or helicopter from Hong Kong, cities in China, and other Southeast Asian cities in close proximity to Macao and elsewhere.

The following are the key measurements we use to evaluate operating revenue:

Casino revenue measurements for Las Vegas: Table games drop and slot handle are volume measurements. Win or hold percentage represents the percentage of drop or handle that is won by the casino and recorded as casino revenue. Table games drop represents the sum of markers issued (credit instruments) less markers paid at the table, plus cash deposited in the table drop box. Slot handle is the gross amount wagered or coin placed into slot machines in aggregate for the period cited. Drop and handle are abbreviations for table games drop and slot handle. Based upon our mix of table games, our table games produce a statistical average table win percentage (calculated before discounts) as measured as a percentage of table game drop of 20.0% to 22.0% and slot machines produce a statistical average slot machine win percentage (calculated before slot club cash incentives) as measured as a percentage of slot machine handle generally between 6.0% and 7.0%.

Casino revenue measurements for Macao: We view Macao table games as being segregated into two groups, consistent with the Macao market’s convention: Rolling Chip play (all VIP play) and Non-Rolling Chip play (mostly non-VIP players). The volume measurement for Rolling Chip play is non-negotiable gaming chips wagered. The volume measurement for Non-Rolling Chip play is table games drop as described above. Rolling Chip volume and Non-Rolling Chip volume are not equivalent because Rolling Chip volume is a measure of amounts wagered versus dropped and therefore Rolling Chip volume is substantially higher than drop. Slot handle at the Sands Macao is the gross amount wagered or coins placed into slot machines in aggregate for the period cited.

We view Rolling Chip table games win as a percentage of Rolling Chip volume and we view Non-Rolling Chip table games win as a percentage of drop. Win or hold percentage represents the percentage of Rolling Chip volume, Non-Rolling Chip drop or slot handle that is won by the casino and recorded as casino revenue. Based upon our mix of table games in Macao, our Rolling Chip table games win percentage (calculated before discounts and commissions) as measured as a percentage of Rolling Chip volume is expected to be 2.7% to 3.0% and our Non-Rolling Chip table games are expected to produce a statistical average table win percentage as measured as a percentage of table game drop (before discounts and commissions) of 18.0% to 20.0%. Similar to Las Vegas, our Macao slot machines produce a statistical average slot machine win percentage as measured as a percentage of slot machine handle of generally between 6.0% and 7.0%.

Actual win may vary from the statistical average. Generally, slot machine play at The Venetian and Sands Macao is conducted on a cash basis, The Venetian’s table games revenue is approximately 63.7% from credit based guests wagering for the three months ended March 31, 2007 and the Sands Macao’s table game play is conducted primarily on a cash basis.

Hotel revenue measurements: Hotel occupancy rate, which is the average percentage of available hotel rooms occupied during a period, and average daily room rate, which is the average price of occupied rooms per day, are used as performance indicators. Revenue per available room represents a summary of hotel average daily room

rates and occupancy. Because not all available rooms are occupied, average daily room rates are higher than revenue per available room.

Three Months Ended March 31, 2007 compared to the Three Months Ended March 31, 2006

Operating Revenues

Our net revenues consisted of the following:


	Three Months Ended March 31,
							Percent
	2007			2006			Change
	(In thousands, except for percentages)

Net Revenues
Casino	$	465,734		$	375,382			24.1	%
Rooms		97,868			91,138			7.4	%
Food and beverage		54,359			51,816			4.9	%
Convention, retail and other		43,046			35,005			23.0	%

		661,007			553,341			19.5	%
Less — promotional allowances		(32,789	)		(22,977	)		(42.7	)%

Total net revenues	$	628,218		$	530,364			18.5	%

Consolidated net revenues were $628.2 million for the three months ended March 31, 2007, an increase of $97.8 million compared to $530.4 million for the three months ended March 31, 2006. The increase in net revenues was due primarily to an increase in casino revenue of $90.4 million.

Casino revenues for the three months ended March 31, 2007 increased $90.4 million as compared to the three months ended March 31, 2006. Of the increase, $67.9 million was attributable to the growth of our casino operations at the Sands Macao due primarily to the Rolling Chip program which generated an increase in Rolling Chip volume of $3.16 billion and an increase in win percentage of 0.3 percentage points as compared to the three months ended March 31, 2006, and a $22.5 million increase primarily attributable to an increased win percentage of 7.0 percentage points at The Venetian as compared to the three months ended March 31, 2006. The following table summarizes the results of our casino activity:


	Three Months Ended March 31,
	2007			2006			Change
	(In thousands, except for percentages)

Sands Macao
Total casino revenues	$	346,095		$	278,246			24.4	%
Non-Rolling Chip table games drop	$	1,037,012		$	1,058,993			(2.1	)%
Non-Rolling Chip table games win percentage		18.6	%		18.6	%		—
Rolling Chip volume	$	6,856,990		$	3,696,214			85.5	%
Rolling Chip win percentage		2.8	%		2.5	%		0.3	pts
Slot handle	$	297,095		$	247,048			20.3	%
Slot hold percentage		7.3	%		7.8	%		(0.5	)pts
The Venetian
Total casino revenues	$	119,639		$	97,136			23.2	%
Table games drop	$	353,128		$	363,458			(2.8	)%
Table games win percentage		29.1	%		22.1	%		7.0	pts
Slot handle	$	588,444		$	529,458			11.1	%
Slot hold percentage		6.0	%		6.3	%		(0.3	)pts

In our experience, average win percentages remain steady when measured over extended periods of time, but can vary considerably within shorter time periods as a result of the statistical variances that are associated with games of chance in which large amounts are wagered.

Room revenues for the three months ended March 31, 2007 increased $6.7 million as compared to the three months ended March 31, 2006. The increase was attributable primarily to the increase in average daily room rate, offset slightly by a decrease in the occupancy rate. The following table summarizes the results of our room revenue activity:


	Three Months Ended March 31,
	2007			2006			Change

The Venetian
Average daily room rate	$	276		$	249			10.8	%
Occupancy rate		98.8	%		99.9	%		(1.1	)pts
Revenue per available room	$	273		$	248			10.1	%

Food and beverage revenues for the three months ended March 31, 2007 increased $2.5 million as compared to the three months ended March 31, 2006. The increase was primarily attributable to food and beverage revenues at the Sands Macao, which increased $6.1 million due to increased number of visitors. This was offset by a decrease of food and beverage revenues at The Venetian, which decreased $3.6 million due primarily to several large group room cancellations during the current quarter. These groups were partially replaced by smaller groups, which generated lower food and beverage revenues.

Convention, retail and other revenues for the three months ended March 31, 2007 increased $8.0 million as compared to the three months ended March 31, 2006. The increase is primarily attributable to an additional $2.8 million in revenues primarily associated with the “Phantom-The Las Vegas Spectacular” and “Gordie Brown at The Venetian” performances, which began in June 2006 and October 2006, respectively, and $8.4 million in other revenue related to non-refundable deposits and fees related to the large group room cancellations referred to above. The increase was offset by a decrease in convention revenues of $3.7 million primarily due to certain shows that are held on a bi-annual basis as well as several groups that did not return in the first quarter of 2007.

Operating Expenses

The breakdown of operating expenses is as follows:


	Three Months Ended March 31,
					Percent
	2007		2006		Change
	(In thousands, except for percentages)

Operating Expenses
Casino	$	278,697	$	205,344		35.7	%
Rooms		22,524		21,753		3.5	%
Food and beverage		23,633		24,057		(1.8	)%
Convention, retail and other		17,431		16,395		6.3	%
Provision for doubtful accounts		15,516		4,989		211.0	%
General and administrative		57,971		54,812		5.8	%
Corporate expense		18,519		12,954		43.0	%
Rental expense		6,708		3,707		81.0	%
Pre-opening expense		22,457		2,219		912.0	%
Development expense		2,346		9,168		(74.4	)%
Depreciation and amortization		31,232		25,005		24.9	%
Loss on disposal of assets		178		1,081		(83.5	)%

Total operating expenses	$	497,212	$	381,484		30.3	%

Operating expenses were $497.2 million for the three months ended March 31, 2007, an increase of $115.7 million as compared to $381.5 million for the three months ended March 31, 2006. The increase in operating expenses was primarily attributable to the higher operating revenues and growth of our operating businesses in Macao and to a lesser extent in Las Vegas, as more fully described below.

Casino department expenses for the three months ended March 31, 2007 increased $73.4 million as compared to the three months ended March 31, 2006. Of the $73.4 million increase in casino expenses, $39.2 million was due to the 39.0% gross win tax on casino revenues in Macao. Despite the higher gross win tax, casino operating margins at the Sands Macao are similar to those at The Venetian primarily because of lower labor, marketing and sales expenses in Macao. As the Rolling Chip volume increases as a percentage of our total gaming operations, casino margins will decrease due to the commissions paid under the Rolling Chip program. The increase in casino expenses reflect an elevated level of expenses of approximately $12.0 million at the Sands Macao associated with investments in our human resources and our Rolling Chip program. The remaining increase was primarily attributable to the additional payroll related expenses related to the continued growth of our operations at the Sands Macao.

The provision for doubtful accounts for the three months ended March 31, 2007 increased $10.5 million as compared to the three months ended March 31, 2006, due primarily to a $10.6 million provision for one customer during the three months ended March 31, 2007. The amount of this provision can vary over short periods of time because of factors specific to the customers who owe us money from gaming activities at any given time. We believe that the amount of our provision for doubtful accounts in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.

General and administrative expenses for the three months ended March 31, 2007 increased $3.2 million as compared to the three months ended March 31, 2006. The increase was attributable to the growth of our businesses in Las Vegas and Macao.

Corporate expense for the three months ended March 31, 2007 increased $5.6 million as compared to the three months ended March 31, 2006. The increase was primarily attributable to increases of $2.3 million in payroll related expenses and $2.7 million of corporate general and administrative costs as we continue to build our corporate infrastructure.

Pre-opening and development expenses were $22.5 million and $2.3 million, respectively, for the three months ended March 31, 2007, compared to $2.2 million and $9.2 million, respectively, for the three months ended March 31, 2006. Pre-opening expense represents personnel and other costs incurred prior to the opening of new ventures which are expensed as incurred. Pre-opening expenses for the three months ended March 31, 2007 were primarily related to The Venetian Macao and other Cotai Strip projects and to The Marina Bay Sands project in Singapore. Development expense includes the costs associated with the Company’s evaluation and pursuit of new business opportunities, which are also expensed as incurred. Development expenses for the three months ended March 31, 2007 were primarily related to our activities in Hengqin Island and Europe. We expect that pre-opening expenses will continue to increase significantly in 2007 with scheduled openings of The Venetian Macao and The Palazzo and as we progress with our projects in Singapore and Pennsylvania.

Depreciation and amortization expense for the three months ended March 31, 2007 increased $6.2 million as compared to the three months ended March 31, 2006. The increase was primarily the result of capital improvements at The Venetian and Sands Macao.

Interest Expense

The following table summarizes information related to interest expense on long-term debt:


	Three Months Ended March 31,
	2007			2006
	(In thousands, except for percentages)

Interest cost	$	81,432		$	29,728
Less: Capitalized interest		(46,820	)		(8,313	)

Interest expense, net	$	34,612		$	21,415

Cash paid for interest	$	80,416		$	31,905
Average total debt balance	$	4,179,138		$	1,652,519
Weighted average interest rate		7.8	%		7.1	%

Interest expense, net of amounts capitalized, for the three months ended March 31, 2007, increased $13.2 million as compared to the three months ended March 31, 2006. This increase is primarily attributable to an increase in our average long-term debt balances resulting primarily from the completion of the $2.5 billion Macao credit facility in May 2006, to support our development activities in Macao, and the $1.46 billion Singapore bridge facility in August 2006, to support the development of The Marina Bay Sands. We expect interest expense will continue to increase as our long-term debt balances and interest rates increase. This increase was offset by the capitalization of $46.8 million of interest during the three months ended March 31, 2007, compared to $8.3 million of capitalized interest during the three months ended March 31, 2006. We expect that the capitalized interest amount will continue to increase as The Venetian Macao and The Palazzo projects approach their opening dates later this year and as we increase our construction activities on the Cotai Strip, at The Marina Bay Sands and at Sands Bethworks.

Other Factors Effecting Earnings

Interest income for the three months ended March 31, 2007 was $12.7 million, an increase of $2.5 million as compared to $10.2 million for the three months ended March 31, 2006. The increase was primarily attributable to additional invested cash balances, primarily from our borrowings under the senior secured credit facility and the Macao credit facility, which have not yet been spent.

Other expense for the three months ended March 31, 2007 was $7.0 million as compared to other income of $0.2 million for the three months ended March 31, 2006. The $7.0 million expense amount was primarily attributable to foreign exchange losses in Macao.

Our effective income tax rate for the three months ended March 31, 2007 was 10.9%. The effective tax rate for the 2007 period was significantly lower than the United States federal statutory rate due primarily to a zero effective tax rate on our Macao net income as a result of a temporary income tax exemption in Macao on gaming operations, which is to expire at the end of 2008. The effective tax rate was 11.7% for the three months ended March 31, 2006 primarily due to the application of the aforementioned Macao temporary income tax exemption.

Liquidity and Capital Resources

Cash Flows — Summary

Our cash flows consisted of the following:


	Three Months Ended March 31,
	2007			2006
	(In thousands)

Net cash provided by operations	$	51,351		$	145,826

Investing cash flows:
Capital expenditures		(764,964	)		(294,233	)
Change in restricted cash		398,571			(47,786	)

Net cash used in investing activities		(366,393	)		(342,019	)

Financing cash flows:
Repayments of long-term debt		(100,140	)		(52,151	)
Proceeds of long term-debt		370,859			106,204
Other		10,992			2,496

Net cash provided by financing activities		281,711			56,549

Effect of exchange rate on cash		4,790			75

Net decrease in cash and cash equivalents	$	(28,541	)	$	(139,569	)

Cash Flows — Operating Activities

The Venetian’s slot machine and retail hotel rooms businesses are generally conducted on a cash basis, its table games and group hotel rooms businesses are conducted on a cash and credit basis and its banquet business is conducted primarily on a credit basis resulting in operating cash flows being generally affected by changes in operating income and accounts receivables. The Sands Macao table games and slot machine play is currently conducted primarily on a cash basis. Net cash provided by operating activities for the three months ended March 31, 2007 was $51.4 million, a decrease of $94.4 million as compared with $145.8 million for the three months ended March 31, 2006. The primary factor contributing to the net decrease in cash flow provided by operating activities was a $105.9 million land concession payment made to the Macao government for The Venetian Macao and two other sites on the Cotai Strip (parcels 2 and 3).

Cash Flows — Investing Activities

Capital expenditures for the three months ended March 31, 2007 totaled $765.0 million, including $39.5 million on expansions, improvements and maintenance capital expenditures at The Venetian and The Sands Expo Center in Las Vegas; $457.8 million for construction and development activities in Macao (including the Sands Macao and The Venetian Macao on the Cotai Strip); $43.4 million for construction and development activities in Singapore; $177.8 million for construction and development activities at The Palazzo and $46.5 million for corporate activities, primarily for the purchase of aircraft.

Restricted cash decreased $398.6 million primarily as a result of construction payments related to The Palazzo and The Venetian Macao.

Cash Flows — Financing Activities

For the three months ended March 31, 2007, net cash flows provided from financing activities were $281.7 million. The net increase was primarily attributable to the borrowings of $85.0 million under the Macao credit facility, $110.8 million under the Singapore credit facility, $72.0 million under the airplane financings and

$35.0 million from the Phase II mall construction loan, offset by the net repayments of $37.0 million on the senior secured revolving credit facility.

Capital and Liquidity

As of March 31, 2007 and December 31, 2006, we held unrestricted cash and cash equivalents of $439.5 million and $468.1 million, respectively. We expect to fund our operations, capital expenditures at The Venetian, The Sands Expo Center and the Sands Macao (other than the Sands Macao expansion construction) and debt service requirements from existing cash balances, operating cash flow and borrowings under our Las Vegas and Macao revolving credit facilities.

In March 2007, the $2.5 billion Macao credit facility was amended to expand the use of proceeds and remove certain restrictive conditions. In April 2007, the lenders of the Macao credit facility approved a reduction of the interest rate margin for all classes of loans by 50 basis points and we exercised our rights under the Macro credit facility to access the $800.0 million of incremental facilities under the accordion feature set forth therein, which increased the total credit facility to $3.3 billion. In April 2007, we borrowed $600.0 million of the $800.0 million accordion feature.

In February 2007, we entered into promissory notes totaling $72.0 million to finance the purchase of one airplane and refinance two others that were already owned. On April 17, 2007, we announced that we commenced marketing of a $5.0 billion senior secured credit facility. See “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 4 — Long-term Debt” for details on these financing transactions.

Aggregate Indebtedness and Other Known Contractual Obligations

As of March 31, 2007, there had been no material changes to our aggregated indebtedness and other known contractual obligations, which are set forth in the table included in our Annual Report on Form 10-K for the year ended December 31, 2006, with the exception of the payments (net of borrowings) of $37.0 million on the senior secured credit facility, the additional borrowing of $85.0 million on the Macao credit facility, the additional borrowing of $121.3 million on the Singapore credit facility, the additional borrowing of $35.0 million on the Phase II mall construction loan, the borrowing of $72.0 million on the airplane financings, the borrowing of $6.1 million of other debt and being awarded the Macao land concession. The following table reflects the impact of the foregoing:


	Payments Due by Period Ending March 31, 2007(9)
	Less than
	1 Year		1-3 Years			3-5 Years		Thereafter		Total
	(In thousands)

Senior secured credit facility — revolving facility(1)	$	—	$	(37,000	)	$	—	$	—	$	(37,000	)
Macao credit facility(2)		—		1,488			62,900		20,612		85,000
Singapore credit facility(3)		—		121,329			—		—		121,329
Airplane financings(4)		2,878		5,755			5,755		57,612		72,000
Phase II mall construction loan(5)		35,000		—			—		—		35,000
Other debt(6)		6,082		—			—		—		6,082
Macao Subsidiary Land Lease(7)		116,492		74,388			20,834		57,878		269,592
Variable interest payments(8)		17,132		20,139			20,634		17,938		75,843

Total	$	177,584	$	186,099		$	110,123	$	154,040	$	627,846


(1)		Amount represents the net repayment of $37.0 million during 2007. The revolving facility matures in February 2010 and has no interim amortization.


(2)		Amount represents the additional $85.0 million borrowed during 2007 under the Term B Delayed Draw Facility. The Macao Term B Delayed Draw Facility matures on May 25, 2012 and is subject to nominal amortization for the first five years with the remainder of the loan payable in four equal installments in the last year immediately preceding its maturity date.

(3)		Amount represents the additional $121.3 million outstanding at March 31, 2007. The Singapore credit facility matures on August 22, 2008 and has no interim amortization.

(4)		Amount represents the airplane financings borrowed during 2007, which mature on March 1, 2017.

(5)		Amount represents the additional $35.0 million borrowed during 2007. The Phase II mall construction loan is due March 30, 2008.

(6)		Amount represents the other debt borrowed during 2007, which matures on March 28, 2008.

(7)		In February 2007, we were awarded a concession by lease for parcels 1, 2 and 3 on the Cotai Strip, including the parcels on which we are building The Venetian Macao and the Four Seasons hotel. Each parcel’s share of the remaining land premium balance will either be due upon completion of the corresponding resort or be payable through seven semi-annual payments to be made over a four year period and bearing interest at 5%, whichever comes first. The total remaining payment obligation under this lease was $269.6 million as of March 31, 2007.

(8)		Amount represents the incremental increase in estimated variable interest payments based on the changes in long-term debt obligations noted above. Based on March 31, 2007 LIBOR rates of 5.4% plus the applicable interest rate spread in accordance with the respective debt agreements.

(9)		We adopted the provisions of FIN No. 48 on January 1, 2007 and as of March 31, had an $8.5 million liability related to unrecognized tax benefits.

Restrictions on Distributions

We are a parent company with limited business operations. Our main asset is the stock and membership interests of our subsidiaries. The debt instruments of our principal operating subsidiary, Las Vegas Sands, LLC, contain significant restrictions on the payment of dividends and distributions to us by Las Vegas Sands, LLC. In particular, the senior secured credit facility prohibits Las Vegas Sands, LLC from paying dividends or making distributions to us, or investing in us, with limited exceptions. Las Vegas Sands, LLC may make certain distributions to us to cover taxes and certain reasonable and customary operating costs. In addition, Las Vegas Sands, LLC may make distributions to us in order to enable us to pay dividends on our common stock so long as construction of The Palazzo is substantially complete and certain financial leverage tests are satisfied, which distributions may not exceed $25.0 million or $50.0 million during any twelve-month period depending on our financial leverage ratio at the time of such distributions.

In addition, the debt instrument of our subsidiary, Phase II Mall Subsidiary, LLC (the “Phase II Mall Subsidiary”), restricts the payment of dividends and distributions to us. Subject to limited exceptions, the Phase II mall construction loan prohibits the Phase II Mall Subsidiary from paying dividends or making distributions to us, or making investments in us, other than tax distributions and a limited basket amount.

The debt instruments of our subsidiaries, including the Macao credit facility for the construction of The Venetian Macao and the Singapore credit facility for the construction of The Marina Bay Sands contain certain restrictions that, among other things, limit the ability of our company and/or certain subsidiaries to incur additional indebtedness, issue disqualified stock or equity interests, pay dividends or make other distributions, repurchase equity interests or certain indebtedness, create certain liens, enter into certain transactions with affiliates, enter into certain mergers or consolidations or sell some or all of our assets or the assets of the applicable company without prior approval of the lenders or noteholders. Financial covenants included in our senior secured credit facility and our Macao credit facility include a minimum interest coverage ratio, a maximum leverage ratio, a minimum net worth covenant and maximum capital expenditure limitations.

Inflation

We believe that inflation and changing prices have not had a material impact on our net sales, revenues or income from continuing operations during the past year.

Special Note Regarding Forward-Looking Statements

This report contains forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the discussions of our business strategies and expectations concerning future operations, margins, profitability, liquidity, and capital resources. In addition, in certain portions included in this report, the words: “anticipates,” “believes,” “estimates,” “seeks,” “expects,” “plans,” “intends” and similar expressions, as they relate to our company or its management, are intended to identify forward-looking statements. Although we believe that these forward-looking statements are reasonable, we cannot assure you that any forward-looking statements will prove to be correct. These forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the risks associated with:


	•	general economic and business conditions which may impact levels of disposable income, consumer spending and pricing of hotel rooms;

	•	the uncertainty of tourist behavior related to spending and vacationing at casino resorts in Las Vegas and Macao;

	•	disruptions or reductions in travel due to conflicts with Iraq and any future terrorist incidents;

	•	outbreaks of infectious diseases, such as severe acute respiratory syndrome or avian flu, in our market areas;

	•	our dependence upon three properties in two markets for all of our cash flow;

	•	new developments, construction and ventures, including The Palazzo, The Venetian Macao and other Cotai Strip developments, The Marina Bay Sands in Singapore and Sands Bethworks;

	•	our ability to obtain sufficient funding for our developments, including our developments on the Cotai Strip and in Singapore;

	•	the passage of new legislation and receipt of governmental approvals for our proposed developments in Macao, Singapore and other jurisdictions where we are planning to operate;

	•	our substantial leverage and debt service (including sensitivity to fluctuations in interest rates and other capital markets trends);

	•	our insurance coverage, including the risk that we have not obtained sufficient coverage against acts of terrorism or will only be able to obtain additional coverage at significantly increased rates;

	•	government regulation of the casino industry, including gaming license regulation, the legalization of gaming in certain domestic jurisdictions, including Native American reservations, and regulation of gaming on the Internet;

	•	increased competition and additional construction in Las Vegas and Macao, including recent and upcoming increases in hotel rooms, meeting and convention space and retail space;

	•	fluctuations in the demand for all-suites rooms, occupancy rates and average daily room rates in Las Vegas;

	•	the popularity of Las Vegas as a convention and trade show destination;

	•	new taxes or changes to existing tax rates;

	•	our ability to meet certain development deadlines in Macao and Singapore;

	•	our ability to maintain our gaming subconcession in Macao;

	•	the completion of infrastructure projects in Macao;


	•	increased competition and other planned construction projects in Macao; and

	•	any future litigation.

All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. Readers are cautioned not to place undue reliance on these forward-looking statements. We assume no obligation to update any forward-looking statements after the date of this report as a result of new information, future events or developments, except as required by federal securities laws.


ITEM 3 —	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our long-term debt. We attempt to manage our interest rate risk by managing the mix of our long-term fixed-rate borrowings and variable rate borrowings, and by use of interest rate cap agreements. The ability to enter into interest rate cap agreements allows us to manage our interest rate risk associated with our variable rate debt. We do not hold or issue financial instruments for trading purposes and do not enter into derivative transactions that would be considered speculative positions. Our derivative financial instruments consist exclusively of interest rate cap agreements, which do not qualify for hedge accounting. Interest differentials resulting from these agreements are recorded on an accrual basis as an adjustment to interest expense.

To manage exposure to counterparty credit risk in interest rate cap agreements, we enter into agreements with highly rated institutions that can be expected to fully perform under the terms of such agreements. Frequently, these institutions are also members of the bank group providing our credit facilities, which management believes further minimizes the risk of nonperformance.

The table below provides information about our financial instruments that are sensitive to changes in interest rates. For debt obligations, the table presents notional amounts and weighted average interest rates by contractual maturity dates. Notional amounts are used to calculate the contractual payments to be exchanged under the contract. Weighted average variable rates are based on March 31, 2007 LIBOR rates plus the applicable interest rate spread in accordance with the respective debt agreements. The information is presented in U.S. dollar equivalents, which is the Company’s reporting currency, for the years ending March 31:


																						Fair
	2008			2009			2010			2011			2012			Thereafter			Total			Value(1)
	(In millions, except for percentages)

LIABILITIES
Short-term debt
Variable rate	$	165.6		$	—		$	—		$	—		$	—		$	—		$	165.6		$	165.6
Average interest rate(2)		7.1	%		—			—			—			—			—			7.1	%		7.1	%
Long-term debt
Fixed rate	$	—		$	—		$	—		$	—		$	—		$	250.0		$	250.0		$	238.8
Average interest rate(2)		—			—			—			—			—			6.4	%		6.4	%		7.1	%
Variable rate	$	—		$	1,175.8		$	283.1		$	933.3		$	384.7		$	1,233.2		$	4,010.1		$	4,010.1
Average interest rate(2)		—			4.9	%		7.1	%		7.1	%		7.3	%		6.7	%		6.3	%		6.3	%
ASSETS
Cap Agreements(3)	$	0.1		$	0.2		$	—		$	—		$	—		$	—		$	0.3		$	0.3


(1)		The fair values are based on the borrowing rates currently available for debt instruments with similar terms and maturities and market quotes of our publicly traded debt.


(2)		Based upon contractual interest rates for fixed rate indebtedness or current LIBOR rates for variable rate indebtedness.

(3)		As of March 31, 2007, we have six interest rate cap agreements with a fair value of $0.3 million based on a quoted market value from the institution holding the agreement.

Borrowings under the senior secured credit facility bear interest at our election at LIBOR plus 1.75% or the base rate plus 0.75% per annum, subject to downward adjustments based upon our credit rating. Borrowings under the $250.0 million Phase II mall construction loan facility bear interest at our election at either a base rate plus 0.75% per annum or at LIBOR plus 1.75% per annum. Borrowings under The Sands Expo Center mortgage loan bear interest at an interest rate equal to LIBOR plus 3.75%. Borrowings under the Macao credit facility bear interest at our election, at either an adjusted Eurodollar rate (or in the case of the Local Term Loan, adjusted HIBOR) plus 2.75% per annum or at an alternative base rate plus 1.75% per annum, and is subject to a downward adjustment of 0.25% per annum from the beginning of the first interest period following the substantial completion of The Venetian Macao. Borrowings under the Singapore credit facility bear interest at the Singapore SWAP Offer Rate plus a spread of 1.35% per annum during the first twelve months that amounts are outstanding and a spread of 1.6% per annum during the second twelve months that amounts are outstanding. Borrowings under the airplane financings bear interest at LIBOR plus 1.5% per annum.

Foreign currency transaction gains and losses were not material to our results of operations for the three months ended March 31, 2007, but may be in future periods in relation to activity associated with our Macao and Singapore subsidiaries. Therefore, we may be vulnerable to changes in U.S. dollar/pataca and U.S. dollar/Singapore dollar exchange rates. We do not hedge our exposure to foreign currency; however, we maintain a significant amount of our operating funds in the same currencies in which we have obligations thereby reducing our exposure to currency fluctuations.

See also “Liquidity and Capital Resources”.

ITEM 4 — CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. The Company’s Chief Executive Officer and its Chief Financial Officer have evaluated the disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) of the Company as of March 31, 2007 and have concluded that they are effective to provide reasonable assurance that the desired control objectives were achieved.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II

OTHER INFORMATION

ITEM 1 — LEGAL PROCEEDINGS

The Company is party to litigation matters and claims related to its operations. For more information, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 and “Part I — Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 7 — Commitments and Contingencies” of this Quarterly Report on Form 10-Q.

ITEM 1A — RISK FACTORS

There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

LAS VEGAS SANDS CORP.

ITEM 6 — EXHIBITS

List of Exhibits


Exhibit No.			Description of Document

	10	.1	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.
	10	.2	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.
	10	.3	Land Concession Agreement, by Lease and Without Public Tender, between Macau Special Administrative Region, Venetian Cotai Limited and Venetian Macau Limited.
	31	.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31	.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32	.1	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.
	32	.2	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.

LAS VEGAS SANDS CORP.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

LAS VEGAS SANDS CORP.


	By:	/s/ Sheldon G. Adelson

Sheldon G. Adelson

Chairman of the Board and

Chief Executive Officer

May 9, 2007


	By:	/s/ Robert P. Rozek

Robert P. Rozek

Senior Vice President and

Chief Financial Officer

May 9, 2007

LAS VEGAS SANDS CORP.

EXHIBIT INDEX


Exhibit No.			Description of Document

	10	.1	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.
	10	.2	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.
	10	.3	Land Concession Agreement, by Lease and Without Public Tender, between Macau Special Administrative Region, Venetian Cotai Limited and Venetian Macau Limited.
	31	.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31	.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32	.1	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.
	32	.2	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.

Exhibit 10.1

FIRST AMENDMENT TO CREDIT AGREEMENT AND DISBURSEMENT AGREEMENT
Dated as of March 5, 2007

This FIRST AMENDMENT (together with all Exhibits hereto, this “ Amendment ”) is among VENETIAN MACAU LIMITED , a Macau corporation (the “ Company ”), VML US FINANCE LLC , a Delaware limited liability company (the “ Borrower ”), VENETIAN COTAI LIMITED , a Macau corporation (the “ Cotai Subsidiary ”), THE BANK OF NOVA SCOTIA , as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”), and, with respect to the Disbursement Agreement Amendment (as defined below), as disbursement agent (in such capacity, the “ Disbursement Agent ”).

PRELIMINARY STATEMENTS:

A. The Company, the Borrower, the Lenders, the Administrative Agent, Banco Nacional Ultramarino and Sumitomo Mitsui Banking Corporation, as Co-Documentation Agents, and Goldman Sachs Credit Partners, L.P., Lehman Brothers Inc. and Citigroup Global Markets, Inc. as Co- Syndication Agents and Arrangers, entered into that certain Credit Agreement, dated as of May 25, 2006 (together with all Exhibits and Schedules thereto, the “ Credit Agreement ”; capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement).

B. Concurrently with the execution and delivery of the Credit Agreement and in order to, among other things, memorialize the parties’ agreement pertaining to mechanics for, conditions applicable to, and allocation of the Company’s requests for Advances and certain construction related covenants, conditions, representation and defaults, the Company, the Borrower, the Cotai Subsidiary, the Administrative Agent, and the Disbursement Agent entered into that certain Disbursement Agreement, dated as of May 25, 2006 (together with all Exhibits thereto, the “ Disbursement Agreement ”).

C. The Company and the Borrower have requested that the Lenders agree to amend certain provisions of the Credit Agreement and the Disbursement Agreement to provide for the matters described herein.

D. The Lenders whose signatures appear below, constituting the Requisite Lenders, hereby agree to the amendments set forth in Section 1 on the terms and conditions contained herein.

E. If the Repricing Effective Date occurs, the Lenders whose signatures appear below, constituting all Lenders, hereby agree to the amendments set forth in Section 2 on the terms and conditions contained herein.

NOW, THEREFORE , in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. General Amendments . Upon the terms and subject to the conditions set forth herein and in reliance on the representations and warranties of the Loan Parties set forth herein, the parties hereto hereby agree to the following amendments, which amendments refer to the Credit Agreement unless specifically noted otherwise:

(a) Use of Proceeds .

(1) A new definition is hereby added in proper alphabetical order in Section 1.1 as follows:

““ Non-Project Cost Term Loans ” means any Term B Delayed Draw Loans or New Term Loans none of the proceeds of which are used to fund Project Costs or Cotai Strip Investments.”

(2) Subsection 2.1B is hereby amended as follows:

(a) To replace the first sentence in the second paragraph in its entirety with the following:

“Whenever the Borrower desires that Lenders make Term Loans (other than the initial Credit Extensions on the Closing Date, Non-Project Cost Term Loans and Term B Delayed Draw Loans on the Term B Delayed Draw Loan Commitment Termination Date) or Project Cost Revolving Loans, the Borrower shall deliver to the Disbursement Agent the Advance Request, Borrowing Notice, and related documentation required by the terms of Section 2.4.1(a) or Section 3.7, as applicable, of the Disbursement Agreement.”

(b) To add the words “Non-Project Cost Term Loans or” prior to the words “Revolving Loans” in the first line of the third paragraph thereof, and to replace the words “Revolving Loans” with “Loans” in each instance where it appears in the second and third sentences of such third paragraph.

(3) The first paragraph of subsection 2.1C is hereby amended as follows:

(a) To replace the first and third parenthetical phrases therein in their entirety as follows: “(other than the initial Credit Extensions on the Closing Date, Non-Project Cost Term Loans, and Term B Delayed Draw Loans on the Term B Delayed Draw Loan Commitment Termination Date)”.

(b) To replace the second parenthetical phrase therein in its entirety as follows: “(unless in the case of Term Loans other than Non-Project Cost Term Loans, or Project Cost Revolving Loans, the Administrative Agent shall have subsequently received a Stop Funding Notice)”.

(d) To insert the following parenthetical after the words “Disbursement Agent” in clause (x) thereof: “(provided that no Construction Consultant certificate shall be required to be delivered if Section 3.7 of the Disbursement Agreement applies with respect to the applicable Advance)”.

(4) Subsection 2.5A is hereby replaced in its entirety with the following:

“A. Revolving Loans . The proceeds of the Revolving Loans (other than any New Revolving Loans), including any Swing Line Loans, shall be applied by the Borrower for working capital and general corporate purposes of the Loan Parties (other than the Immaterial Subsidiaries) to the extent not otherwise specifically prohibited by the terms of the Loan Documents, including to finance Non-

Casino Project Costs (but not Project Costs other than Non-Casino Project Costs), or to make Cotai Strip Investments or any other investment or payment permitted hereunder.”

(5) Subsection 2.5C is hereby replaced in its entirety with the following:

“C. Term B Delayed Draw Project Loans . The proceeds of the Term B Delayed Draw Project Loans shall be applied by the Borrower for working capital and general corporate purposes of the Loan Parties (other than the Immaterial Subsidiaries) to the extent not otherwise specifically prohibited by the terms of the Loan Documents, including to finance Project Costs, or to make Cotai Strip Investments or any other investment or payment permitted hereunder.”

(6) Subsection 2.5D is hereby replaced in its entirety with the following:

“D. Term B Delayed Draw Non-Casino Loans . The proceeds of the Term B Delayed Draw Non-Casino Loans shall be applied by the Borrower for working capital and general corporate purposes of the Loan Parties (other than the Immaterial Subsidiaries) to the extent not otherwise specifically prohibited by the terms of the Loan Documents, including to finance Non-Casino Project Costs (but not Project Costs other than Non-Casino Project Costs), or to make Cotai Strip Investments or any other investment or payment permitted hereunder.”

(7) Subsection 2.5E is hereby replaced in its entirety with the following:

“E. Term B Funded Project Loans . The proceeds of the Term B Funded Project Loans shall be applied by the Borrower to repay the Refinanced Debt, pay Transaction Costs, fund the Interest Escrow Account, pay Project Costs, finance land concession payments pursuant to Land Concession Contracts permitted by the terms of this Agreement to be entered into and exist, or for working capital and general corporate purposes of the Loan Parties (other than the Immaterial Subsidiaries) to the extent not otherwise specifically prohibited by the terms of the Loan Documents, including to make Cotai Strip Investments or any other investment or payment permitted hereunder.”

(8) Subsection 2.5F is hereby replaced in its entirety with the following:

“F. Term B Funded Non-Casino Loans . The proceeds of the Term B Funded Non-Casino Loans shall be applied by the Borrower to repay the Refinanced Debt, pay Transaction Costs, fund the Interest Escrow Account, pay Non-Casino Project Costs (but not Project Costs other than Non-Casino Project Costs), finance land concession payments pursuant to Land Concession Contracts permitted by the terms of this Agreement to be entered into and exist, or for working capital and general corporate purposes of the Loan Parties (other than the Immaterial Subsidiaries) to the extent not otherwise specifically prohibited by the terms of the Loan Documents, including to make Cotai Strip Investments or any other investment or payment permitted hereunder.”

(9) Subsection 2.5G is hereby replaced in its entirety with the following:

“G. New Term Loans and New Revolving Loans . The proceeds of the New Term Loans and/or New Revolving Loans, if any, shall be applied by the Borrower for working capital and general corporate purposes of the Loan Parties (other than the Immaterial Subsidiaries) (including to finance Project Costs, or to the extent so limited in the applicable Joinder Agreements, Non-Casino Project Costs, and/or to make Cotai Strip Investments), including any investment or payment permitted hereunder.”

(10) Subsection 2.9A is hereby replaced in its entirety with the following:

“A. The Borrower may by written notice to the Co-Syndication Agents and the Administrative Agent elect to request from time to time (i) prior to the Revolving Loan Commitment Termination Date, an increase to the existing Revolving Loan Commitments (any such increase, the “ New Revolving Loan Commitments ”) and/or (ii) the establishment of one or more new term loan commitments (the “ New Term Loan Commitments ”), denominated in U.S. Dollars in an amount not in excess of $800,000,000 in the aggregate, and not less than $25,000,000 individually (or such lesser amount which shall be approved by the Co-Syndication Agents and the Administrative Agent), which amount set forth in such notice may be a proposed range of new commitments that otherwise comply with the foregoing requirements. Each such notice shall specify the date (each, an “ Increased Amount Date ”) on which the Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as the case may be, shall be effective, which shall be a date not less than 10 Business Days (or such shorter time as is agreed upon by the Administrative Agent and each Co-Syndication Agent) after the date on which such notice is delivered to each Co-Syndication Agent and the Administrative Agent. When available, the Co-Syndication Agents will deliver a notice to the Borrower and each Lender and the Administrative Agent setting forth the identity of each Lender or other Person that is an Eligible Assignee (each, a “ New Term Loan Lender ” or a “ New Revolving Loan Lender ”, as applicable) to which the Co-Syndication Agents have allocated any portion of such New Revolving Loan Commitments or New Term Loan Commitments and the amounts of such allocations, and in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section; provided that any Lender approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or New Term Loan Commitment.”

(11) Subsection 2.9B is hereby amended to delete clause (3) thereof in its entirety, and to renumber clauses (4) through (7) as clauses (3) through (6) in appropriate numerical order.

(12) The first sentence of subsection 4.2 is hereby amended to add the words “Non-Project Cost Term Loans or” after the words “The obligations of Lenders to make”.

(13) The first parenthetical in subsection 4.2B(i) is hereby replaced in its entirety with: “(in the case of (w) Letters of Credit not issued in connection with the payment of, or in support of obligations to pay, Project Costs, (x) Revolving Loans that are not Project Cost Revolving Loans, (y) Non-Project Cost Term Loans, and (z) any Term B Delayed Draw Loans borrowed on the Term B Delayed Draw Loan Commitment Termination Date, other than the Disbursement Agreement)”.

(14) The first parenthetical in subsection 4.2B(iii) is hereby replaced in its entirety with: “(and in the case of Loans other than (w) Letters of Credit not issued in connection with the payment of, or in support of obligations to pay, Project Costs, (x) Revolving Loans that are not Project Cost Revolving Loans, (y) Non-Project Cost Term Loans, and (z) any Term B Delayed Draw Loans borrowed on the Term B Delayed Draw Loan Commitment Termination Date, the applicable conditions set forth in the Disbursement Agreement)”.

(15) The first sentence of Section 5 is hereby amended to add the words “Non-Project Cost Term Loans or” after the words “Revolving Loans that are not Project Cost Revolving Loans or”.

(b) Financial Plan. Subsection 6.1(xiii) is hereby replaced in its entirety as follows:

“(xiii) Financial Plans : as soon as practicable and in any event no later than 30 days prior to the beginning of each Fiscal Year, a consolidated plan and financial forecast for the Active Projects for such Fiscal Year and each subsequent Fiscal Year through the Maturity Date of the Term B Loans or a five year period, whichever is less (the “Financial Plan” for such Fiscal Years), including (a) forecasted consolidated balance sheets and forecasted consolidated statements of income and cash flows of the Company and its Restricted Subsidiaries for such Fiscal Years attributable to all Active Projects, but excluding the results of the Excluded Casinos (this exclusion includes all of the assets, liabilities, income, stockholders’ equity and cash flow associated with the Excluded Casinos), together with a pro forma Compliance Certificate as of December 31st of the next ensuing Fiscal Year and an explanation of the assumptions on which such forecasts are based, and (b) such other information and projections for such Fiscal Years as any Lender may reasonably request;”

(1) Subsection 7.3(viii) is hereby replaced in its entirety as follows:

“(viii) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, Investments in Cotai Strip Excluded Subsidiaries, the proceeds of which Investments are used by such Cotai Strip Excluded Subsidiary, to develop and construct Excluded Casino Hotel Resorts (a “Cotai Strip Investment” ) in an aggregate amount at any one time outstanding not to exceed the sum of (a) $800,000,000 ( less (x) at any time prior to the satisfaction or waiver of all the conditions precedent set forth in Sections 3.1 and 3.4 of the Disbursement Agreement in order for the Company (as defined therein) to obtain one Advance under Section 3.1 of the Disbursement Agreement in respect of the Venetian Macao Overall Project, the amount, if any, disbursed under Section 3.6 of the Disbursement Agreement in excess of (1) $900,000,000 plus (2) any amounts expended on land premiums pursuant to clause (b) of the definition of Maximum Early Advance Amount; and (y) the amount of loans then outstanding, if any, to Excluded Subsidiaries developing Casino Operation Projects made pursuant to subsection 7.3(xxi)) and (b) the aggregate amount of net-after-tax cash dividends received by any Loan Party from such Cotai Strip Excluded Subsidiary (other than the dividends received by the Loan Parties to pay obligations of or related to the Cotai Strip Excluded Subsidiaries or the Excluded Casinos (including for the payment of income taxes payable in respect of the income of such Cotai Strip Excluded Subsidiaries or Excluded Casinos)), the proceeds of which have been deposited into the Term Loan Disbursement Account;”

(2) Subsection 7.3(xix) is hereby amended to delete the “and” at the end thereof.

(3) Subsection 7.3(xx) is hereby amended to delete the “.” at the end thereof, and replace it with “;”.

(4) A new subsection 7.3(xxi) is hereby added in numerical order as follows:

“ (xxi) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing and subject to the terms of the Disbursement Agreement, the Loan Parties may make Investments in Excluded Subsidiaries developing Other Resort Projects to be located on one or more of Sites 3, 7, and 8 in the form of loans of up to $200,000,000 in the aggregate at any one time outstanding; provided that the proceeds of such loans are employed by such Excluded Subsidiaries for payment of costs and expenses in connection with the development of such Other Resort Projects; provided further that, at any time prior to (a) the satisfaction (or waiver) of all the conditions precedent set forth in Sections 3.1 and 3.4 of the Disbursement Agreement in order for the Company to obtain one Advance under Section 3.1 in respect of the Venetian Macao Overall Project and (b) the designation of each Cotai Strip Excluded Subsidiary in which a Cotai Strip Investment has been made as a Restricted Subsidiary in accordance with this Agreement, the aggregate amount of loans outstanding pursuant to this clause (xxi), when taken together with all Cotai Strip Investments made pursuant to subsection 7.3(viii), shall not, at any time, exceed the aggregate amount of Cotai Strip Investments permitted to be made under such subsection 7.3(viii) at such time; and”

(5) Subsection 7.5(viii) is hereby amended by deleting the “and” at the end thereof.

(6) Subsection 7.5(ix) is hereby amended by replacing the “.” at the end thereof with “; and”.

(7) A new subsection 7.5(x) is hereby added in numerical order as follows:

“(x) the Borrower may reimburse its Affiliates for any payments of Project Costs made by such Affiliates in accordance with Section 3.11 of the Disbursement Agreement, subject to the conditions of such reimbursements set forth therein.”

(d) Ferry Financing .

(1) A new subsection 7.3(xxii) is hereby added in numerical order as follows:

“(xxii) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing and subject to the terms of the Disbursement Agreement, the Loan Parties may make Investments in the form of loans to Affiliates of the Loan Parties that are not Loan Parties, provided that (a) such Indebtedness is incurred for the purpose of financing the acquisition and/or equipping of ferry vessels to provide ferry service to or from Macau, (b) such loans made by the Loan Parties shall be secured on a first-priority basis by the assets so acquired by such Affiliates, and (c) the aggregate outstanding principal amount of such loans, together with the maximum aggregate amount of all Contingent Obligations then outstanding to Affiliates pursuant to subsection 7.4(viii), shall at no time exceed $175,000,000.”

(2) Subsection 7.4(v) is hereby replaced in its entirety as follows:

“(v) the Loan Parties may become liable for Contingent Obligations made on behalf of Excluded Subsidiaries and Joint Ventures in an amount, when aggregated (without duplication) with: (a) the amount of Investments made in Cash and Cash Equivalents pursuant to subsection 7.3(x)(a), (b) the amount of Contingent Obligations made on behalf of Affiliates pursuant to subsection 7.4(viii), (c) the amount of Investments made in the form of loans to Affiliates pursuant to subsection 7.3(xxii), and (d) all

other Contingent Obligations incurred pursuant to this clause, not to exceed $300,000,000 at any time, so long as both before and after giving effect to the incurrence of such Contingent Obligation, no Potential Event of Default or Event of Default has occurred or is continuing; provided that, notwithstanding the foregoing, the Loan Parties may not become liable for Contingent Obligations made on behalf of Joint Ventures in excess of $50,000,000 in the aggregate;”

(3) Subsection 7.4(vi) is hereby amended to delete the “and” at the end thereof.

(4) Subsection 7.4(vii) is hereby amended to replace the “.” At the end thereof with “; and”.

(5) A new Subsection 7.4(viii) is hereby added in numerical order as follows:

“(viii) the Loan Parties may become and remain liable with respect to Contingent Obligations made on behalf of Affiliates of the Loan Parties that are not Loan Parties, provided that (a) such Contingent Obligations support Indebtedness incurred for the purpose of financing the acquisition and/or equipping of ferry vessels to provide ferry service to or from Macau, (b) such Indebtedness is not owed to Loan Parties or any Affiliate of any Loan Party, and (c) the maximum aggregate liability, contingent or otherwise, of the Loan Parties in respect of all such Contingent Obligations, together with all Investments made pursuant to subsection 7.3(xxii) then outstanding, shall at no time exceed $175,000,000.”

(6) Subsection 7.10(xi) is hereby replaced in its entirety as follows:

“(xi) Investments permitted by subsection 7.3, Contingent Obligations permitted by subsection 7.4 and Restricted Payments permitted by subsection 7.5;”

(e) Four Seasons Macao Operation, Maintenance and Management Agreement

(1) The definition of “Four Seasons Macao Operation, Maintenance and Management Agreement” is hereby amended by deleting the word “comparable” where it appears therein.

(2) Subsection 7.13A is hereby amended to replace “B, C or D below” with “B, C, D or F below” and a new subsection 7.13F is hereby added as follows:

“F. Four Seasons Macao Operation, Maintenance and Management Agreement . The Company and the Borrower shall not, and shall not permit any other Loan Party to, enter into any Four Seasons Macao Operation, Maintenance and Management Agreement unless such agreement is on terms satisfactory to the Administrative Agent, evidenced by the Administrative Agent’s prior written consent, not to be unreasonably withheld or delayed after being afforded a reasonable period of review.”

(f) Schedule 9.7 . Schedule 9.7 is hereby amended to include thereon, or delete therefrom, as applicable, the items listed on Exhibit A hereto in appropriate numerical order.

(g) Assignment Fee . Subsection 10.1B(i) is hereby amended to insert the words “(other than assignments pursuant to the utilization of Section 10.1D in connection with the First Amendment)” after the words “fee of $2,000 in respect of assignments” where it appears therein.

(h) In General . A new definition is hereby added in proper alphabetical order in Section 1.1 as follows:

“ First Amendment ” means the First Amendment to Credit Agreement and Disbursement Agreement, dated as of March 5, 2007, among the Company, the Borrower and the Administrative Agent.”

(i) Disbursement Agreement Amendment . The Disbursement Agreement is hereby amended to give effect to all amendments and modifications as set forth in the amendment attached hereto as Exhibit B (the “ Disbursement Agreement Amendment ”), and the Administrative Agent is hereby authorized to enter into any and all documentation, amendments or modifications of any Loan documents necessary or advisable in connection with effecting the intent of such Disbursement Agreement Amendment.

2. Repricing Amendments .

(a) Price Reduction . Upon the terms and subject to the conditions set forth herein and in reliance on the representations and warranties of the Loan Parties set forth herein, the Lenders hereby agree that notwithstanding the definition of “Applicable Margin” as set forth in the Credit Agreement, the Applicable Margin with respect to each Class of Loans as to which this Section 2 becomes effective shall be:

(1) With respect to Term B Delayed Draw Loans, at all times from and after the Repricing Effective Date (i) for Loans accruing interest as Base Rate Loans, 1.25%, and (ii) for Loans accruing interest as Eurodollar Rate Loans, 2.25%.

(2) With respect to Term B Funded Loans, at all times from and after the Repricing Effective Date (i) for Loans accruing interest as Base Rate Loans, 1.25%, and (ii) for Loans accruing interest as Eurodollar Rate Loans, 2.25%.

(3) With respect to Local Term Loans, (i) until the commencement of the first Interest Period following the Venetian Macao Completion Date, (A) for Loans accruing interest as Base Rate Loans, 1.25%, and (B) for Loans accruing interest as HIBOR Rate Loans, 2.25%; and (ii) from the commencement of the first Interest Period following the Venetian Macao Completion Date, the applicable percentage set forth below corresponding to the relevant Consolidated Leverage Ratio:


Consolidated	Applicable Margin For Base Rate	Applicable Margin For HIBOR
Leverage Ratio	Local Term Loans	Local Term Loans
Greater than 2.0:1.0	1.25%	2.25%
Greater than 1.5:1.0 but less than or equal to 2.0:1.0	1.00%	2.00%
less than or equal to 1.5:1.0	0.75%	1.75%

(4) With respect to Revolving Loans (including Swing Line Loans), (i) until the commencement of the first Interest Period following the Venetian Macao Completion Date, (A) for Swing Line Loans and other Loans accruing interest as Base Rate Loans, 1.25%, and (B) for Loans accruing interest as Eurodollar Rate Loans, 2.25%; (ii) from the commencement of the first Interest Period following the Venetian Macao Completion Date, the applicable percentage set forth below corresponding to the relevant Consolidated Leverage Ratio:


	Applicable Margin For Swing	Applicable Margin For
Consolidated	Line Loans and Base	Eurodollar
Leverage Ratio	Rate Revolving Loans	Rate Revolving Loans
Greater than 2.0:1.0	1.25%	2.25%
Greater than 1.5:1.0 but less than or equal to 2.0:1.0	1.00%	2.00%
less than or equal to 1.5:1.0	0.75%	1.75%

The Consolidated Leverage Ratio used to compute the Applicable Margins as set forth in clause (3)(ii) and (4)(ii) shall be the Consolidated Leverage Ratio set forth in the Compliance Certificate most recently delivered by the Borrower to the Administrative Agent. Changes in the Applicable Margins as set forth in such clauses resulting from a change in the Consolidated Leverage Ratio shall become effective upon delivery by the Borrower to the Administrative Agent of a new Compliance Certificate pursuant to subsection 6.1(iv) of the Credit Agreement. If the Borrower fails to deliver a Compliance Certificate within the time period for such delivery set forth in subsection 6.1(iv) of the Credit Agreement (the last day of such period, the “ Delivery Date ”), the Applicable Margin from and including each day subsequent to the Delivery Date but not including the date the Borrower delivers to the Administrative Agent such Compliance Certificate shall equal the highest Applicable Margin set forth above and from the date the Borrower delivers such Compliance Certificate to and including the next Delivery Date, the Applicable Margin shall be based on the Consolidated Leverage Ratio set forth in such Compliance Certificate.

(b) Prepayment Premium .

(1) A new definition is added to subsection 1.1 as follows:

“ “Repricing Transaction” means (i) the incurrence by the Borrower or any Loan Party of a new tranche of replacement term loans or term loan commitments under this Agreement or any other agreement (including by way of conversion of Term B Funded Loans, Term B Delayed Draw Loans, Term B Delayed Draw Loan Commitments or any Series of New Term Loans into any such new tranche of replacement term loans, but excluding any new term loans or term loan commitments under a permitted FF&E Facility) (x) having an effective interest rate margin that is less than the Applicable Margin for the

Term B Funded Loans, Term B Delayed Draw Loans, or Series of New Term Loans referenced in the next clause, and (y) the proceeds of which are used to repay, in whole or in part, principal of outstanding Term B Funded Loans, Term B Delayed Draw Loans or any Series of New Term Loans, or to reduce outstanding Term B Delayed Draw Loan Commitments, it being understood that a conversion of any such Loans or Commitments into any such new tranche of replacement term loans or term loan commitments shall constitute a repayment of principal of such outstanding Term B Funded Loans, Term B Delayed Draw Loans or New Term Loans or a reduction of outstanding Term B Delayed Draw Loan Commitments, and/or (ii) any amendment, waiver or other modification to this Agreement which would have the effect of reducing the Applicable Margin for Term B Funded Loans, Term B Delayed Draw Loans or any Series of New Term Loans (other than, in each case, any such transaction or amendment or modification accomplished together with the substantially concurrent refinancing of all Classes of Loans hereunder).”

(2) If the amendments in this Section 2 become effective with respect to the Term B Funded Loans, the following new subsection 2.4B(v) shall be added to the Credit Agreement as follows:

“(v) At the time of the effectiveness of any Repricing Transaction the proceeds of which are used to repay, in whole or in part, principal of outstanding Term B Funded Loans on or prior to the one year anniversary of the Repricing Effective Date (as defined in the First Amendment), the Borrower agrees to pay to Administrative Agent, for the ratable account of each Lender with outstanding Term B Funded Loans (including each Lender that withholds its consent to such Repricing Transaction and is replaced or is removed as a Lender under subsection 10.6D), a fee in an amount equal to 1.0% of the aggregate principal amount of all Term B Funded Loans held by such Lender and outstanding on such date immediately prior to the effectiveness of such Repricing Transaction that are so repaid. Such fee shall be due and payable upon the date of the effectiveness of such Repricing Transaction.”

(3) If the amendments in this Section 2 become effective with respect to the Term B Delayed Draw Loans, the following new subsection 2.4B(vi) (or, if the amendments set forth in this Section 2 do not become effective with respect to the Term B Funded Loans, 2.4B(v)) shall be added to the Credit Agreement as follows:

“(vi) At the time of the effectiveness of any Repricing Transaction the proceeds of which are used to repay, in whole or in part, principal of outstanding Term B Delayed Draw Loans or reduce Term B Delayed Draw Loan Commitments on or prior to the one year anniversary of the Repricing Effective Date (as defined in the First Amendment), the Borrower agrees to pay to Administrative Agent, for the ratable account of each Lender with outstanding Term B Delayed Draw Loans or Term B Delayed Draw Loan Commitments (including each Lender that withholds its consent to such Repricing Transaction and is replaced or is removed as a Lender under subsection 10.6D), a fee in an amount equal to 1.0% of the aggregate principal amount of all Term B Funded Loans and/or or Term B Delayed Draw Loan Commitments held by such Lender and outstanding on such date immediately prior to the effectiveness of such Repricing Transaction that are so repaid or reduced. Such fee shall be due and payable upon the date of the effectiveness of such Repricing Transaction.”

3. Conditions to Effectiveness .

(a) The effectiveness of the amendments contained in Section 1 hereof, and in Sections 1 and 2 of the Disbursement Agreement Amendment, are conditioned upon satisfaction of the following conditions precedent (the date on which all such conditions have been satisfied being referred to herein as the “ Amendment Effective Date ”):

(1) the Administrative Agent shall have received signatures of Lenders comprising the Requisite Lenders and shall have received counterparts of this Amendment signed by each Loan Party and the Disbursement Agent;

(2) each of the representations and warranties in Section 4 below shall be true and correct in all material respects on and as of the Amendment Effective Date;

(3) the Administrative Agent shall have received payment in immediately available funds of all reasonable and documented expenses incurred by the Administrative Agent (including, without limitation, reasonable and documented legal fees) then reimbursable under the Credit Agreement and/or the Disbursement Agreement (including in connection with this Amendment and the documents and transactions related hereto) and for which invoices have been presented on or before the Amendment Effective Date;

(4) the Administrative Agent, the Disbursement Agent and the Lenders shall have received a favorable written opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel for the Company, as to the enforceability of this Amendment (including the Disbursement Agreement Amendment) and otherwise in form and substance reasonably satisfactory to the Administrative Agent and its counsel and dated as of the Amendment Effective Date; and

(5) the Administrative Agent shall have received such other documents, instruments, certificates and approvals as it may reasonably request.

The Administrative Agent will notify the Borrower reasonably promptly upon the occurrence of the Amendment Effective Date.

(b) The effectiveness of the amendments contained in Section 2 hereof are conditioned, with respect to such amendments’ impact upon each individual Class of Loans, upon satisfaction of the conditions set forth in Section 3(a) and the following additional conditions precedent (the date on which the conditions set forth in both Sections 3(a) and 3(b) have been satisfied being referred to herein as the “ Repricing Effective Date ”):

(1) the Administrative Agent shall have received signatures approving such amendments, with respect to each affected Class of Loans as designated by the Borrower pursuant to clause (2) below, of 100% of the Lenders (it being understood that such unanimous vote may be obtained following the utilization by the Borrower of its option to cause the assignment of Loans pursuant to subsection 10.6D of the Credit Agreement);

(2) the Administrative Agent shall have received, at least two Business Days prior to the Repricing Effective Date, a notice of the Borrower stating its designation of each Class of Loans to which such amendments in Section 2 shall apply, which shall be countersigned by the Administrative Agent as of the Repricing Effective Date, to the extent the required signatures to the amendment have been obtained;

(4) each of the representations and warranties in Section 4 below shall be true and correct in all material respects on and as of the Repricing Effective Date.

4. Representations and Warranties . Each of the Company, the Borrower and each of the Guarantors represents and warrants jointly and severally to the Administrative Agent, the Disbursement Agent and the Lenders as follows:

(a) Authority . Each of the Company, the Borrower and each of the Guarantors has the requisite corporate or other organizational power and authority to execute and deliver this Amendment and to perform its obligations hereunder and under the Credit Agreement (as amended hereby) and the Disbursement Agreement (as amended hereby). The execution, delivery and performance by each of the Company, the Borrower and each of the Guarantors of this Amendment, and the performance by each of the Company, the Borrower and each of the Guarantors of the Credit Agreement (as amended hereby), the Disbursement Agreement (as amended hereby) and each other Loan Document to which it is a party have been authorized by all necessary corporate or other organizational action of such Person, and no other corporate or other organizational proceedings on the part of each such Person is necessary to consummate such transactions.

(b) Enforceability . This Amendment has been duly executed and delivered on behalf of each of the Company, the Borrower and each of the Guarantors. Each of this Amendment and, after giving effect to this Amendment, the Credit Agreement, the Disbursement Agreement and the other Loan Documents, (i) is the legal, valid and binding obligation of each Loan Party party hereto and thereto, enforceable against such Loan Party in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and (ii) is in full force and effect. Neither the execution, delivery or performance of this Amendment or the performance of the Credit Agreement (as amended hereby) or the Disbursement Agreement (as amended hereby), nor the performance of the transactions contemplated hereby or thereby, will adversely affect the validity, perfection or priority of the Collateral Agent’s Lien on any of the Collateral or its ability to realize thereon. This Amendment is effective to amend the Credit Agreement and the Disbursement Agreement as provided therein.

(c) Representations and Warranties . After giving effect to this Amendment, the representations and warranties contained in the Credit Agreement, the Disbursement Agreement and the other Loan Documents (other than any such representations and warranties that, by their terms, are specifically made as of a certain date) are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof.

(d) No Conflicts . Neither the execution and delivery of this Amendment, nor the consummation of the transactions contemplated hereby, nor the performance of and compliance with the

terms and provisions hereof or of the Credit Agreement (as amended hereby) or the Disbursement Agreement (as amended hereby) by any Loan Party will, at the time of such performance, (i) violate or conflict with any provision of its certificate of formation or limited liability company agreement or other governing documents of such Person, (ii) violate, contravene or materially conflict with any Legal Requirement or Contractual Obligation (including, without limitation, Regulation U), except for any violation, contravention or conflict which could not reasonably be expected to have a Material Adverse Effect or (iii) result in or require the creation of any Lien (other than those permitted by the Loan Documents) upon or with respect to its properties. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Instrumentality or any other Person is required in connection with the transactions contemplated hereby, other than the post-effective notice to the Gaming Inspection and Coordination Bureau required under the Gaming Sub-Concession Contract.

(e) No Default . After giving effect to this Amendment, no event has occurred and is continuing that constitutes an Event of Default or Potential Event of Default.

5. Reaffirmation of Credit Support .

(a) Each of the Borrower and each Guarantor (each, individually, a “ Credit Support Party ” and, collectively, the “ Credit Support Parties ”) has read this Amendment and consents to the terms hereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of such Credit Support Party under, and the Liens granted by such Credit Support Party as collateral security for the Indebtedness, obligations and liabilities evidenced by the Credit Agreement and the other Loan Documents pursuant to, each of the Loan Documents to which such Credit Support Party is a party shall not be impaired and each of the Loan Documents to which such Credit Support Party is a party is, and shall continue to be, in full force and effect and are hereby confirmed and ratified in all respects.

(b) Each Credit Support Party (other than the Borrower) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement or the Disbursement Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement or the Disbursement Agreement.

6. Reference to and Effect on Credit Agreement, Disbursement Agreement and other Loan Documents .

(a) Upon and after the effectiveness of this Amendment, (i) each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby and (ii) each reference in the Disbursement Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Disbursement Agreement, and each reference in the other Loan Documents to “the Disbursement Agreement”, “thereunder”, “thereof” or words of like import referring to the Disbursement Agreement,

shall mean and be a reference to the Disbursement Agreement as amended hereby. This Amendment is a Loan Document.

(b) Except as specifically waived or amended above, the Credit Agreement, the Disbursement Agreement and the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations under and as defined therein.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Secured Party under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan Documents.

7. Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of any signature page to this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.

8. Severability . Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Any failure of the amendments set forth in Section 2 hereof, or the failure of such amendments with respect to any specific Class or Classes of Loans, to become effective shall in no way delay the effectiveness of, invalidate, or render unenforceable, the amendments set forth in Section 1 hereof or the provisions of any other section of this Amendment.

9. Governing Law . This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

(signature pages follow)

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above.


VENETIAN MACAU LIMITED, a corporation organized under the laws of the Macau Special Administrative Region of the People’s Republic of China
By:	/s/ Bradley H. Stone
	Name:	Bradley H. Stone
	Title:	Executive Vice President

VML US FINANCE LLC, a Delaware limited liability company
By:	/s/ Bradley H. Stone
	Name:	Bradley H. Stone
	Title:	Authorized Representative

VENETIAN COTAI LIMITED, a corporation organized under the laws of the Macau Special Administrative Region of the People’s Republic of China
By:	/s/ Bradley H. Stone
	Name:	Bradley H. Stone
	Title:	Authorized Representative


Acknowledged and Agreed by: VENETIAN MACAU FINANCE COMPANY, a Cayman Islands corporation
By:	/s/ Bradley H. Stone
	Name:	Bradley H. Stone
	Title:	Director

V-HK SERVICES LIMITED, a corporation organized under the laws of the Hong Kong Special Administrative Region of the People’s Republic of China
By:	/s/ Bradley H. Stone
	Name:	Bradley H. Stone
	Title:	Director


THE BANK OF NOVA SCOTIA , as Administrative Agent (and, with respect to the Disbursement Agreement Amendment, as Bank Agent)
By:	/s/ Ajit Goswami
	Name:	Ajit Goswami
	Title:	Director

THE BANK OF NOVA SCOTIA , as Disbursement Agent
By:	/s/ Ajit Goswami
	Name:	Ajit Goswami
	Title:	Director

EXHIBIT A

SCHEDULE 9.7 AMENDMENTS


3.1.9		Delete limitation currently on the schedule

3.2.2

3.2.12		Delete limitation currently on the schedule

3.3.6(b)(ii)

3.3.13		Delete limitation currently on the schedule

3.10		(keep language in existing Schedule 9.7, but change reference from “ten (10) days” to “thirty (30) days”)

EXHIBIT B

DISBURSEMENT AGREEMENT AMENDMENT

Exhibit 10.2

DISBURSEMENT AGREEMENT AMENDMENT

This FIRST AMENDMENT TO DISBURSEMENT AGREEMENT (this “ Amendment ”) is dated as of March 5, 2007 and entered into by and among VML US FINANCE LLC , a Delaware limited liability company (the “ Borrower ”), VENETIAN COTAI LIMITED , a corporation organized under the laws of the Macau Special Administrative Region of the People’s Republic of China (“ Cotai Subsidiary ”), VENETIAN MACAU LIMITED , a corporation organized under the laws of the Macau Special Administrative Region of the People’s Republic of China (“ VML ” and, jointly and severally with the Borrower, Cotai Subsidiary and any Additional Subsidiary from time to time party to the Disbursement Agreement referred to below, the “ Company ”), THE BANK OF NOVA SCOTIA , as the initial Disbursement Agent, and THE BANK OF NOVA SCOTIA , as the initial Bank Agent for the Lenders under the Credit Agreement referred to below. Capitalized terms used herein without definition shall have the meanings given to them in the Disbursement Agreement or, if not defined therein, the Credit Agreement.

Section 1. AMENDMENTS TO EXISTING PROVISIONS OF THE DISBURSEMENT AGREEMENT

1.1 Amendment to Section 2.5.1: Allocation of Advances; Permitted Uses of Resort Component Funding Services . Section 2.5.1 of the Disbursement Agreement is hereby amended by inserting the words and punctuation “; and (c) with respect to the proceeds of any Term B Funded Loans, Term B Delayed Draw Loans, New Term Loans or New Revolving Loans, subject to the provisions of Section 3 of the First Amendment, for any other purpose not prohibited under the terms of the Credit Agreement” immediately after the words “as provided in Section 2.3.9” in the penultimate line of such section.

1.2 Amendments to Sections 3.1.6, 3.2.5 and 3.3.6: Conditions Precedent to the Initial Standard Advances; Provisional Authorization of Gaming Operations .

(a) Section 3.1.6 of the Disbursement Agreement is hereby amended by deleting clause (c)(i) of such section in its entirety.

(b) Section 3.2.5 of the Disbursement Agreement is hereby amended by deleting clause (c)(i) of such section in its entirety.

(c) Section 3.3.6 of the Disbursement Agreement is hereby amended by deleting clause (c)(i) of such section in its entirety.

1.3 Amendments to Sections 3.1.10, 3.2.13, 3.3.14 and 3.4.7: Conditions Precedent to Advances; Releases .

(a) Sections 3.1.10(a), 3.2.13(a), 3.3.14(a) and 3.4.7(a) of the Disbursement Agreement are hereby amended by inserting the words and punctuation “(or, in the case of any Pre-Existing Construction Contract that requires the delivery of acknowledgements of payment and unconditional releases on a prescribed from, the form specified in such Pre-Existing Construction Contract)” immediately after the words “in the form of Exhibit N-1 ” in each such section. Each such section is further amended by inserting the words “claims for amounts due in

respect of” between the words “except for” and “such work” preceding the proviso in each such section, and by deleting the words “for which” preceding such proviso and substituting therefor the words “of which”.

(b) Sections 3.1.10(b), 3.2.13(b), 3.3.14(b) and 3.4.7(b) of the Disbursement Agreement are hereby amended by inserting the words and punctuation “(or, in the case of any Pre-Existing Construction Contract that requires the delivery of acknowledgements of payment and releases on a prescribed from, the form specified in such Pre-Existing Construction Contract)” immediately after the words “in the form of Exhibit N-2 ” in each such section. Each such section is further amended by inserting the words “claims for amounts due in respect of” between the words “except for” and “work” preceding the proviso in each such section, and by deleting the words “for which” preceding such proviso and substituting therefor the words “of which”.

1.4 Amendments to Sections 3.2.2 and 3.3.2: Conditions Precedent to the Initial Standard Advance for Four Seasons Macao Overall Project and Secondary Projects; Bid Contracts .

(a) Section 3.2.2 of the Disbursement Agreement is hereby amended by deleting such section in its entirety and substituting the following therefor:

3.2.2 Bid Contracts . The Company shall have executed the Construction Management Agreement relating to the Four Seasons Macao Overall Project and (a) lump sum, fixed price or guaranteed maximum price Construction Contracts or Trade Contracts and/or (b) letters of acceptance for such lump sum, fixed price or guaranteed maximum price Construction Contracts or Trade Contracts, which Construction Contracts, Trade Contracts and/or letters of acceptance collectively account for at least sixty percent (60%) of the total costs reflected in the Project Budget for the Four Seasons Macao Overall Project for the “Construction Costs” Line Item Category; and copies of such Construction Management Agreement and all such letters of acceptance, together with any Construction Contracts and Trade Contracts that may then be executed, shall have been delivered to the Construction Consultant. Such letters of acceptance shall be in form and substance reasonably satisfactory to the Construction Consultant and the Disbursement Agent, and the Construction Consultant shall have determined that the estimates set forth by the Company in the Project Budget for the Four Seasons Macao Overall Project in respect of all Project Costs not covered by any then-effective Construction Contracts and Trade Contracts are reasonable. The Company shall have certified in the Company’s Initial Standard Advance Certificate that such Construction Management Agreement and letters of acceptance, together with any Construction Contracts and Trade Contracts that may then be executed, satisfy the requirements of this Section 3.2.2 and are consistent with the Project Budget, the Project Schedule and the Plans and Specifications for the Four Seasons Macao Overall Project.

(b) Section 3.3.2 of the Disbursement Agreement is hereby amended by deleting the text of such section in its entirety and substituting therefor the words “[intentionally omitted]”.

1.5 Amendment to Section 3.2.14: Conditions Precedent to the Initial Standard Advance for Four Seasons Macao Overall Project; Operation, Maintenance and Management Agreement . Section 3.2.14 of the Disbursement Agreement is hereby amended by deleting the text of such section in its entirety and substituting therefor the words “[intentionally omitted]”.

1.6 Amendment to Exhibit A: Definitions .

(a) Exhibit A of the Disbursement Agreement is hereby amended by deleting the definitions of “Maximum Early Advance Amount” and “Early Advance Cut-off Date” therefrom and inserting therein in alphabetical order the following definitions:

“ Early Advance Cut-off Date ” means (a) with respect to the Sands Macao Podium Expansion Project and the Venetian Macao Overall Project, the Loan Advance Threshold Date; (b) with respect to the Four Seasons Macao Overall Project, the earliest of (i) the Loan Advance Threshold Date, (ii) the date upon which the aggregate amount of all Advances made and all other payments made by the Loan Parties (including withdrawals from the Cash Management Accounts) from and after the Closing Date to pay Project Costs with respect to such Project equals $200,000,000, and (iii) May 26, 2007; (c) with respect to all Secondary Projects (other than the Cotai Strip Infrastructure Project), the earlier of (i) the Loan Advance Threshold Date, and (ii) the date upon which the aggregate amount of all Advances made and all other payments made by the Loan Parties (including withdrawals from the Cash Management Accounts) from and after the Closing Date to pay for Soft Costs with respect to all Secondary Projects that are not Active Projects and have not been abandoned in accordance with Section 7.1.6(c) of the Disbursement Agreement as of the date of determination (excluding the Cotai Strip Infrastructure Project) equals $20,000,000; and (d) with respect to any other Project, the Loan Advance Threshold Date.

“ First Amendment ” means that certain First Amendment to Disbursement Agreement, dated as of March 5, 2007, by and among the Company, the Disbursement Agent and the Bank Agent.

“ Maximum Early Advance Amount ” means an amount equal to, at any time of determination, (a) $900,000,000.00 plus (b) up to $112,000,000 of amounts paid by the Loan Parties in respect of premium payments or rents under the Venetian Macao Land Concession Contract, plus (c) $400,000,000 reduced by the amount of any investment made in excess of $400,000,000 under Section 7.3(viii) of the Credit Agreement less (d) the amount of the Refinancing (if any) which exceeds $50,000,000.

“ Pre-Existing Construction Contract ” means each Construction Contract and Subcontract (a) entered into with a Lien Releasing Party prior to May 25, 2006 or (b) tendered to a Lien Releasing Party prior to May 25, 2006 in a proposed full and final form and with respect to which such Lien Releasing Party has submitted a price prior to May 25, 2006 based on such full and final form (subject to

changes requested by such Lien Releasing Party after the date of tender and agreed to by the Company).

(b) Exhibit A of the Disbursement Agreement is hereby amended by deleting clause (b) of the definition of “Project Costs” in its entirety and substituting the following therefor:

(b) solely for the purposes of (x) Advances under Sections 3.5 or 3.6 of the Disbursement Agreement (and not for any other Advance) and (y) checks drawn on, withdrawals of, and replenishment of amounts on deposit in the Cash Management Accounts, costs relating to the Four Seasons Macao Overall Project which would otherwise constitute “Project Costs” if the Four Seasons Macao Overall Project was then considered an Active Project; provided that the sum of the aggregate amount of all amounts Advanced for such Project under Sections 3.5 and 3.6 of the Disbursement Agreement together with all other payments made by the Loan Parties in respect of such Project from and after the Closing Date (including withdrawals from the Cash Management Accounts in respect of such Project) shall not exceed $200,000,000;

1.7 Amendment to Exhibit E: Form of Project Budget/Schedule Amendment Certificate .

(a) Attachment B to Exhibit E of the Disbursement Agreement is hereby amended by (i) deleting the references to Paragraphs “B.1”, “B.2”, “B.3”, “B.9” and “B.12” from Section 2 thereof, (ii) replacing the reference to Paragraph “B.6” with a reference to Paragraph “B.6(b)” in Section 2 thereof, (iii) deleting Section 5 thereof in its entirety, and (iv) deleting the words and punctuation “Project Budget [and” from the paragraph immediately following Section 5 thereof.

(b) Exhibit E of the Disbursement Agreement is hereby amended by deleting any requirement therefrom that a certificate from the Construction Consultant in the form of Attachment B thereto be delivered in connection with any amendment to the Project Budget; provided, however, that such a certificate from the Construction Consultant shall be required in connection with any amendment to the Project Schedule. For the avoidance of doubt, notwithstanding anything in the Disbursement Agreement to the contrary, the Company shall not be obligated to deliver any certification or confirmation of the Construction Consultant in connection with any amendment of solely the Project Budget, so long as the Company satisfies each of the other conditions and requirements set forth in Section 6.3.1 of the Disbursement Agreement with respect thereto.

1.8 Amendment to Exhibit N-1: Form of Unconditional Lien Waiver . Exhibit N-1 of the Disbursement Agreement is hereby amended by deleting such exhibit in its entirety and substituting therefore the exhibit set forth in Annex A hereto.

Section 2. POST-ADVANCE REQUEST SUPPORTING DOCUMENTATION

Notwithstanding Sections 2.4.1, 3.4.5 and 3.4.6 of the Disbursement Agreement or any other provision thereof to the contrary, the Company shall have the right to deliver Appendices III and VIII to each Advance Request and the Certifying Consultants’ certificates contemplated to be included as Attachments A and B to each Advance Request (collectively, the

“ Post-Request Supporting Documentation ”) five (5) days after delivery of the Advance Request. Provided that such an Advance Request otherwise complies with the requirements of the Disbursement Agreement, and so long as the Post-Request Supporting Documentation is delivered by the Company to the Disbursement Agent, the Construction Consultant and the Bank Agent within five (5) days following submission of such Advance Request, the Company shall be deemed to have delivered an Advance Request in accordance with the provisions of Section 2.4.1(a) of the Disbursement Agreement (including for purposes of Section 3.4.5 of the Disbursement Agreement). Notwithstanding anything to the contrary in the Disbursement Agreement, the Construction Consultant’s Certificate required under Sections 2.4.1(c) and 3.4.6 of the Disbursement Agreement may be qualified with respect to any Post-Request Supporting Documentation delivered after the otherwise applicable deadline for the Advance Request to which such Post-Request Supporting Documentation to the effect that the applicable certifications are made to the Construction Consultant’s actual knowledge after reasonable review in light of the limited time during which the Construction Consultant had access to such Post-Request Supporting Documentation; provided, however, that (a) the Construction Consultant shall continue to review such Post-Request Supporting Documentation following any Advance made pursuant to such an Advance Request and (b) the making of each subsequent Advance shall be conditioned upon the Construction Consultant having issued an unqualified construction consultant’s certificate as required in Section 2.4.1 with respect to any prior Advance as to which the Construction Consultant’s certification was so qualified.

Section 3. ADDITIONAL WITHDRAWALS FROM THE TERM LOAN PROCEEDS ACCOUNT

Notwithstanding anything to the contrary in the Disbursement Agreement, amounts on deposit in the Term Loans Disbursement Account, any Term Loan Disbursement Sub-Account and the Company Equity Account may be withdrawn by the Company at any time to be applied for any purpose that is not prohibited under the Credit Agreement (other than payment of Project Costs (or to reimburse for previous payments of Project Costs funded through equity contributions), for which disbursement may be made only in accordance with the terms and subject to the conditions set forth in the Disbursement Agreement) so long as prior to such withdrawal the Company has demonstrated to the reasonable satisfaction of the Disbursement Agent that, both before and after giving effect to such withdrawal, the Company is and shall remain In Balance and no Potential Event of Default or Event of Default has occurred and is continuing.

Annex A

Exhibit N-1
To Disbursement Agreement

FORM OF
Unconditional waiver and release upon progress payment

Date

Parties


Name		[ insert name of Owner ]
(in Portuguese)		[ insert details ]
(in Chinese)		[ insert details ]
Short form name		Owner
Description		a [ limited liability ] company incorporated under the laws of the Macau Special Administrative Region, China, with the registered office at [ insert details ], registered with the Macau Companies and Moveable Assets Registry under number [ insert company number ], with the share capital of MOP [ insert details ]
Name		[ insert name of Trade Contractor ]
(in Portuguese)		[ insert details ]
(in Chinese)		[ insert details ]
Short form name		Trade Contractor
Description		a [ limited liability ] company incorporated under the laws of the Macau Special Administrative Region, China, with the registered office at [ insert details ], registered with the Macau Companies and Moveable Assets Registry under number [ insert company number ], with the share capital of MOP [ insert details ]
Trade Contract Number

The undersigned has been paid and has received progress payments totaling $___for labour and/or materials furnished to ___(“ Owner ”) for ___(the “ Project ”) and does hereby unconditionally release any lien, stop notice, claim for payment of any kind (other than the Excepted Claims for Payment identified below which the undersigned has notified the Owner in accordance with the provisions of the Trade Contract) or claim upon any bond and any rights thereto that the undersigned has on the above referenced job, including for any and all materials and work furnished pursuant to any change orders, on or before the date of ___.

The undersigned does hereby represent and warrant that the undersigned has or will fully pay for all labour and materials, any and all union, welfare, pension, vacation or other contributions or benefits required to be made on account of the employment of labourers and mechanics provided by the undersigned and does hereby agree to indemnify and hold Owner, the

Project, the work of improvement and the real property on which the Project is located, free and harmless from any and all claims or liens arising or resulting from any non payment of any of the foregoing through the date indicated herein.

THIS RELEASE COVERS A PROGRESS PAYMENT FOR LABOUR, SERVICES, EQUIPMENT AND/OR MATERIAL FURNISHED TO VENETIAN COTAI LIMITED THROUGH THE ABOVE REFERENCED DATE ONLY AND DOES NOT COVER ANY RETENTION OR ITEMS FURNISHED AFTER SAID DATE.

Excepted Claims for Payment

* For a Trade Contractor to establish and rely upon an Excepted Claim for Payment it must ensure the following details are set out in the table above:

where the claim relies on a provision of the Trade Contract, the claim must detail the clause of the Trade Contract on which the claim is based;

where the claim does not rely on a provision of the Trade Contract, the claim must detail the basis on which the claim is made;

3.		where the claim is based on instructions or variations issued for the Works the claim must detail and refer to the Construction Manger’s Instruction,

4.		provide a detailed description for each specific claim so as to easily be identified; and

5.		the amount of the claim.

Where the Excepted Claim for Payment remains unresolved at the time of any future progress payment, the undersigned must in later Unconditional Waiver and Release forms, include updated claim amount details, giving the current amount of the claim and specifying any further ground or evidence of the claim.

Exhibit 10.3

No. 16 — 18-4-2007 — Official Gazette of the Macau Special Administrative Region
II Series
(English Translation)

Order of the Secretary for Transports and Public Works no. 27/2007

Using the powers vested upon me by article 64 of the Basic Law of the Macau Special Administrative Region and in accordance with article 107 of the Law no. 6/80/M, of July 5, 1980, the Secretary for Transports and Public Works Chief Executive order:

	1.		The detachment of the public domain and the incorporation in the Macau SAR private domain of the parcel of land with an area of 29,724 sq mts, considered as an unoccupied parcel of land, which presently is a part of the Avenida de COTAI (VU3.3) and of the COTAI Roundabout. The abovementioned parcel of land, is identified with the letters “C1a” and “C1b” in the cadastre plan no. 6 124/2003, issued by the Macao Cartography and Cadastre Bureau (MCCB), on November 7, 2006, which is part of this order;

	2.		The concession by lease, and without a public tender, in favor of the Venetian Cotai Limited, in the terms and conditions of the attached contract which is part of this order, of a parcel of land with an area of 405,658 sq mts, not registered in the Macau Land and Buildings Registry, divided in 3 (three) plots identified as plot “I”, “II” and “III”, respectively with an area of 292,315 sq mts, 52,864 sq mts and 60,479 sq mts, located in the reclaimed area between Taipa Island and Coloane Island (COTAI), West of Estrada do Istmo and South of Estrada da Baía de Nossa Senhora da Esperança , to be used for the construction of a Complex of casinos, hotels, apartments hotels, conventions and exhibitions centres and congresses, in an horizontal property regime.

	3.		Within 30 (thirty) days from the registration of the horizontal property, the Venetian Cotai Limited shall transfer, in favor of the Venetian Macau Limited, through a notary deed, the unit corresponding to the “Casino”, to be built in plot “I”.

	4.		This order becomes immediately effective.

April 10, 2007.

The Secretary for Transports and Public Works, Lau Si Io .

Published Version — April 18, 2007

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No. 16 — 18-4-2007 — Official Gazette of the Macau Special Administrative Region
II Series
(English Translation)

ANNEX

File no. 6 412.01 of the Land, Public Works and Transport Bureau and

File no. 3/2007 of the Land Committee

Contract agreed between:

Macau Special Administrative Region, the First Party;

Venetian Cotai Limited, the Second Party; and

Venetian Macau Limited, the Third Party.

Considering that:

1.		As per a letter addressed to the Chief Executive, submitted on November 15, 2002, the company designated Galaxy Casino, S.A., holder of one of the concessions for the operation of games of fortune and chance or other games in casino in the Macau SAR, which concession was managed by the company Venetian Macau Management Limited as per clause 24, paragraph 1 of the first version of the respective concession contract, Galaxy Casino, S.A. requested the concession, by lease, and without public tender, of a land located in the reclaimed area between Taipa Island and Coloane Island (COTAI), West of the Istmo Taipa-Coloane , with an area of 985 080 sq mts.

2.		The purpose of the land for which the concession was requested is to built two themed entertainment complexes, with similar surface, comprising casinos, restaurants, commercial areas, entertainment and leisure areas, parking areas and hotels, regarding the accomplishment of the contractual obligations arising from the concession contract for the operation of games of fortune and chance or other games in casino in the Macau SAR, executed by a deed, on June 26, 2002, recorded in folio 12 to 91v of the Book no. 338 of the Finance Services Bureau, published in the Official Gazette no. 27/2002, II Series, supplemental number, on July 3, 2002.

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No. 16 — 18-4-2007 — Official Gazette of the Macau Special Administrative Region
II Series
(English Translation)

3.		According to the applicant, the two themed areas would be developed separately, being the East side of the land reserved for the construction of a Resort-Hotel-Casino with the Venetian theme and a Convention Centre, according to the development plan of the land attached to the request.

4.		Considering the characteristics and size of the complex, as well as its conformity to the uses and purposes provided for in the COTAI Plan, the Infrastructures Development Department (GDI), in view of the application, considered the requested land appropriated for the development of the project, pointing out the fact that the COTAI area it is one of the few areas in the Macau SAR with sufficient land for the development of such a complex.

5.		Furthermore, such project is considered a strategic project, inspiring the changes aspired and outlined by the Government of the Macau SAR for the development of the gaming and entertainment activities, as for its differentiated capability of developing a new tourism segment — business and convention tourism — and for the high standards of quality and its capacity to promote the development of additional activities, namely in the transport, trade, food and beverage areas and to increase employment as well as to improve human resources background.

6.		Concerning the importance of the project for economic and social development strategy of the Macau SAR, which explains the reason why a public tender is not necessary, as well as the need to ensure its completion until the end of the period set forth in the Investment Plan attached to the Subconcession Contract for the operation of games of chance or other games in casino in the Macau Special Administrative Region, executed between the applicant and the Macau SAR Government, it was exceptionally successively authorized by the former Secretary for Transports and Public Works the execution of canvass, land reclaim, foundation and structure works.

7.		Furthermore, the concession process was slower since it was necessary to solve some previous matters related with it, namely those regarding the identification of the future concessionary, the incorporation of public green areas, the urban infrastructure networks, the road network and the accounting of all the costs arising from the land

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reclaim, as well as the electrical power substation installation and its connection to the high voltage network, within the limits of the land to be conceded.

8.		As a matter of fact, regarding the holding of the concession, it shall be noted that, on December 17, 2002, “Venetian Macau Management Limited “ decided to change its designation to “Venetian Macau Limited”, which was duly authorized by the Government, ceasing to be the gaming operator’s management company for “Galaxy Casino S.A.”, as, pursuant to a subconcession contract, dated December 19, 2002, previously approved and authorized by Macau SAR Government as grantor, “Venetian Macau Limited” was granted with a subconcession license for the operation of casino games.

9.		Pursuant to the above mentioned Subconcession Contract, the concessionaire “Galaxy Casino, S.A.” and the Subconcessionaire “Venetian Macau Limited” started developing autonomous investment plans and the Subconcessionaire assumed the obligation to develop the Complex Resort-Hotel-Casino with The Venetian theme and the convention centre.

10.		The Land, Public Works and Transport Bureau was informed of these changes by a letter dated August 26, 2003, in which Venetian Macau Limited suggested to carry on the development of a land located near Istmo between Taipa Island and Coloane Island, with an area of approximately 49,25 hectares, to be detached of the total area initially required by the Company Galaxy Casino, S.A.

11.		Nevertheless, according to a Chief Executive Order, dated February 25, 2005, it was authorized that the projects referred to in items 1 and 2 of the Investment Plan attached to the Subconcession Contract, which should be developed by Venetian Macau Limited, would be executed by Venetian Cotai Limited, which share capital is held by Venetian Macau Limited (99,99%) and two other subsidiaries of the Las Vegas Sands Corp. Venetian Macau Limited, as Subconcessionaire, assumed the obligation to own the casino unit to be built in Resort-Hotel-Casino (COTAI).

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		It was also authorized that the above mentioned investments, to be executed indirectly by the Subconcessionaire, be accounted for the investment amount to be accomplished under the contractual terms.

12.		Therefore, the company Venetian Macau Limited, with head office in Macau, at 25, Avenida Doutor Mário Soares , Montepio Building, Ap. 25, 2 ^nd floor, registered at Commercial and Movable Assets Registry under no. 15702 (SO) and the company Venetian Cotai Limited with head office in Macau, at Avenida Xian Xing Hai , Zhu Kuan Building, 11th floor, registered in the above mentioned Companies Registry under number 19845(SO), by a letter dated September 29, 2006, addressed to the Chief of Executive, requested the concession of the land located at West of Estrada do Istmo and South of Estrada da Baía de Nossa Senhora da Esperança , with an area of 431,900 sq mts to be granted in the name of the second applicant. The land would be developed in three stages, in accordance with the development plan, the construction projects for stage 1 and 2 and the preliminary study for stage 3, all submitted in due time to the Land, Public Works and Transport Bureau.

13.		Regarding this circumstances and after a long period of negotiations, during which all the above mentioned issues were analyzed and all the concession terms and conditions were agreed, namely the premium to be paid for the concession, the Land, Public Works and Transport Bureau prepared a draft of the concession contract, terms of which were accepted by the applicant, through a statement submitted on January 25, 2007.

14.		The Land to be leased, with a total area of 405 658 sq mts, not registered in the Macau Land and Buildings Registry, is divided in three plots which are identified as Plot I, II and III, respectively with an area of 292,315 sq mts, 52,864 sq mts and 60,479 sq mts.

15.		Plot I is identified with the letters “A1a, “A2a” and “C1a” in the cadastre plan no. 6.124/2003, issued by the Macao Cartography and Cadastre Bureau (MCCB), on November 7, 2006.

		Plot II is identified with the letters “A1b”, “A2c” and “C1b” in the above mentioned plan and Plot III is identified with the letter “A2b” in the said plan.

16.		The concession of the parcels identified with the letters “C1a” and “C1b”, which presently are part of the Avenida de COTAI (VU3.3) and of the COTAI Roundabout, is

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		previously detached of the public domain and incorporated in the Macau SAR private domain, as an unoccupied parcel of land.

17.		The process followed the regular steps in the proceedings and was submitted to the Land Commission which, in a meeting held on February 1, 2007, issued a favorable opinion regarding the approval of the application.

18.		The opinion of the Land Commission was approved by an Order of the Chief Executive, dated February 13, 2007.

19.		In accordance with article 125 of the Law no. 6/80/M, July 5, 1980, the conditions of the concession contract, which is part of this order, were notified to the applicants and accepted by the same, through statements submitted on February 22, 2007, signed by Joaquim Jorge Perestrelo Neto Valente, also known as Jorge Neto Valente, widower and domiciled in Macau, at 25, Avenida Doutor Mário Soares , Montepio Building, Room 25, 2nd floor, acting as Managing Director, on behalf of Venetian Cotai Limited and Venetian Macau Limited, sufficient capacity and powers to perform the act which were verified by the Private Notary, Rui Sousa, according with the notarization of the said statements.

20.		All the premium payment installments provided for in clause ten, paragraph 1), subparagraph (3), paragraph 2), subparagraph (2) and paragraph 3), subparagraph (2) of the land concession contract which is part of this order, were already paid on February 22, 2007, at the treasury office of the Macau Finance Department (income receipt no. 18550), through the income tax payment form no. 11/2007, issued by the Land Commission on February 22, 2007, which duplicate is filed on the correspondent process.

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CLAUSE FIRST — OBJECT

The object of this agreement is:

	1)		The detachment of the public domain and the incorporation in the Macau SAR private domain, of the parcel of land with an area of 29,724 sq mts (Twenty Nine Thousand, Seven Hundred and Twenty Four square meters), which presently is a part of the Avenida de COTAI (VU3.3), considered as an unoccupied parcel of land and of the COTAI Roundabout. The abovementioned parcel of land, which is not registered in the Land and Buildings Registry Department, is identified with the letters “C1a” and “C1b” in the cadastre plan no. 6.124/2003, issued by the Macao Cartography and Cadastre Bureau (MCCB), on November 7, 2006, which is part of this agreement;

	2)		The concession by lease, by the first party in favor of the Second Party, without a public tender, of a parcel of land to be reclaimed, with an area of 405,658 sq mts (Four Hundred and Five Thousand, Six Hundred and Fifty Eight square meters), not registered in the Macau Land and Buildings Registry, located in the reclaimed area between Taipa Island and Coloane Island (COTAI), West of Estrada do Istmo and South of Estrada da Baía de Nossa Senhora da Esperança , valued at $2.592.568.647,00 (Two Thousand Five Hundred and Ninety Two Million, Five Hundred and Sixty Eight Thousand, Six Hundred and Forty Seven Eight Patacas), which is identified with the letters “A1a”, “A1b”, “A2a”, “A2b”, “A2c”, “C1a” and “C1b” in the aforementioned cadastre plan; and

	3)		The division of the Land referred to in paragraph 2 above into 3 (three) separate plots, as follows:

	(1)		Plot I, with an area of 292,315 sq mts (Two Hundred and Ninety Two Thousand, Three Hundred and Fifteen square meters), valued at $1.458.574.919,00 (One Thousand, Four Hundred and Fifty Eight Million, Five Hundred and Seventy Four Thousand and Nine Hundred and Nineteen Patacas), identified with the letters “A1a, “A2a” and “C1a” of the said plan;

	(2)		Plot II, with an area of 52,864 sq mts (Fifty Two Thousand, Eight Hundred and Sixty Four square meters), valued at $539,619,679 (Five Hundred and Thirty Nine Million Six Hundred and Nineteen Thousand, Six Hundred and

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			Seventy Nine Patacas), identified with the letters “A1b”, “A2c” and “C1b” of the said plan;

	(3)		Plot III, with an area of 60,479 sq mts (Sixty Thousand Four Hundred and Seventy Nine square meters), valued at $594,374,049 (Five Hundred and Ninety Four Million, Three Hundred and Seventy Four Thousand and Forty Nine Patacas), identified with the letter “A2b” of the said plan.

The concession of the land with the global area of 405,658 sq mts (Four Hundred and Five Thousand, Six Hundred and Fifty Eight square meters), divided in 3 (three) plots as identified in the abovementioned plan of MCCB, hereinafter referred as Land, will be ruled by the clauses of this agreement.

CLAUSE SECOND — LEASE TERM

The lease is valid for a period of 25 (twenty five) years, from the publishing date of the dispatch authorizing the present agreement in the Official Gazette.

The aforementioned lease term may be successively renewed, in accordance with the applicable laws.

CLAUSE THIRD — LAND DEVELOPMENT AND PURPOSE

The development of the Land comprises the construction of a complex of casinos, hotels, apartments hotels, exhibitions, conventions and conferences centers, in the horizontal property regime, with the following gross construction areas and for the purposes ascribed to their side:

Plot I, with an area of 292,315 sq mts (Two Hundred and Ninety Two Thousand Three Hundred and Fifteen square meters):


(1)	Casino	2,600 sq mts
(2)	5 Star Hotel including gaming, entertainment, leisure, commercial, restaurants areas and other support areas	760,158 sq mts
(3)	Exhibitions, conventions and conferences center	112,960 sq mts
(4)	Parking (Five Star Hotel)	100,975 sq mts
(5)	Free area	131,994 sq mts

Plot II, with an area of 52,864 sq mts (Fifty Two Thousand, Eight Hundred and Sixty Four square meters):

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(1)	Five Star Hotel including gaming, entertainment, leisure, commercial,
	restaurants areas and other support areas	148,051 sq mts
(2)	Parking (Five Star Hotel)	10,041 sq mts
(3)	Free area (Five Star Hotel)	32,195 sq mts
(4)	Five Star Apartment Hotel	98,644 sq mts
(5)	Parking (Five Star Apartment Hotel)	20,595 sq mts

Plot III, with an area of 60,479 sq mts (Sixty Thousand, Four Hundred and Seventy Nine square meters):


(1)	Three Star Hotel including gaming, entertainment, leisure, commercial,
	restaurants areas and other support areas	330.763 sq mts
(2)	Parking (Three Star Hotel)	22,837 sq mts
(3)	Free area (Three Star Hotel)	21,206 sq mts
(4)	Three Star Apartment Hotel	37,899 sq mts
(5)	Parking (Three Star Apartment Hotel)	7,050 sq mts

The second party must submit the projects in accordance with clause 35, paragraph 2, item 4) of the sub concession agreement for the operation of games of chance or other games in casino in the Macau Special Administrative Region, executed on December 19, 2002, complying with any other obligation set out in that clause, in respect of any projects or construction works.

CLAUSE FOURTH — TERM FOR DEVELOPMENT

The development of the Land must be completed within 48 (Forty-Eight) months, from the publishing date of the dispatch authorizing the present Agreement in the Official Gazette.

The term set out above includes the terms required for the presentation of the projects by the second party and their respective approval by the first party.

CLAUSE FIFTH — FINES

As penalty for the non compliance with the development period set out in the previous clause, the second party is subject to a fine up to $5,000 (Five Thousand Patacas) per day of delay, up to 60 (sixty) days; beyond this period, and up to the maximum of 120 (one hundred and twenty) days, the second party is subject to an

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aggravated fine of up to twice the amount referred above, except in the case of special circumstances duly justified and accepted by the first party.

The second party shall not be liable under the preceding paragraph in the case of force majeure events or if any other relevant event, which can be evidenced as being beyond the control of the second party, occurs.

An event shall only be considered a force majeure if it results from unpredictable and overpowering events.

For the purposes of paragraph two above, the second party shall notify the first party, in writing, as soon as possible, the occurrence of any such events.

CLAUSE SIXTH — TRANSFER OF THE UNIT

Within 30 (thirty) days from the registration of the horizontal property, the second party shall transfer, in favor of the third party, through a notary deed, the unit corresponding to the “Casino”, to be built in plot I.

The second party undertakes to submit documentary evidence of the aforementioned transfer to the first party.

CLAUSE SEVENTH — RENT

During the term of the Land development, the second party shall pay an annual rent in the amount of $30 (Thirty Patacas) per square meter of the leased Land, in the total amount of $12,169,740 (Twelve Million, One Hundred and Sixty Nine Thousand, Seven Hundred and Forty Patacas).

After the completion of the development of the Land, the second party shall pay, for each of the three plots the following annual rents:

	1)		$14,900,660 (Fourteen Million, Nine Hundred Thousand, Six Hundred and Sixty Patacas) for plot I;

	2)		$4,328,735 (Four Million, Three Hundred and Twenty Eight Thousand, Seven Hundred and Thirty Five Patacas) for plot II;

	3)		$4,069,818 (Four Million, Sixty Nine Thousand, Eight Hundred and Eighteen Patacas) for plot III;

computed according to the following construction gross areas as per its purpose and the individual rent amounts:

Plot I

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(1)	Casino: 2,600 sq mts x $15/sq mts	$	39,000
(2)	Five Star Hotel: 760,158 sq mts x $15/sq mts	$	11,402,370
(3)	Exhibitions, conventions and conferences center:
	112,960 sq mts x $10/sq mts	$	1,129,600
(4)	Parking (Five Star Hotel): 100.975 sq mts x $10/sq mts	$	1,009,750
(5)	Free area (Five Star Hotel)131,994 sq mts x $10/sq mts	$	1,319,940
Plot II
(1)	Five Star Hotel: 148,051 sq mts x $15/sq mts	$	2.220.765
(2)	Five Star Apartment Hotel: 98,644 sq mts x $15/sq mts	$	1.479.660
(3)	Parking (Five Star Hotel): 10,041 sq mts x $10/sq mts	$	100.410
(4)	Parking (Five Star Apartment Hotel): 20,595 sq mts x $10/sq mts	$	205.950
(5)	Free area (Five Star Hotel): 32,195 sq mts x $10/sq mts	$	321.950
Plot III
(1)	Three Star Hotel: 330,763 sq mts x $10/sq mts	$	3,307,630
(2)	Three Star Apartment Hotel: 37,899 sq mts x $10/sq mts	$	378,990
(3)	Parking (Three Star Hotel): 22,837 sq mts x $7.50/sq mts	$	171,278
(4)	Parking (Three Star Apartment Hotel): 7,050 sq mts x $7,50/sq mts	$	52,875
(5)	Free area (Three Star Hotel): 21,206 sq mts x $7,50/sq mts	$	159,045

Without prejudice of the immediate application of the new rent amounts which might be published during the validity of this agreement, the rents will be reviewed every five years, commencing from the publishing date of the dispatch authorizing the present agreement in the Official Gazette.

CLAUSE EIGHTH — GUARANTEE

In accordance with article 126 of Law no. 6/80/M, of July 5, 1980, the second party shall provide a guarantee securing the amount of $12,169,740 (Twelve Million, One

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Hundred and Sixty Nine Thousand, Seven Hundred and Forty Patacas) by way of bank guarantee or a bank deposit accepted by the first party.

The amount of the aforementioned guarantee shall at all times correspond to the price of the annual rent.

The guarantee referred in paragraph 1 of this clause will be returned by the Finance Department to the second party, at request of the later after the usage permits, issued by the Public Works and Construction Department, are submitted.

CLAUSE NINTH — SPECIAL OBLIGATIONS

1. The following special obligations shall be exclusively borne by the second party:

	1)		The reclamation works and infrastructures of the leased Land;

	2)		The construction and installation of the electrical substation 66/11 Kv owned by the Macau Electricity Company Limited in the leased land;

	3)		The rerouting and/or removal of all existing infrastructures in the leased Land and adjacent areas, namely sewage network, water supply, electrical grid and telecommunications networks;

	4)		The paving of sidewalks and streets in the leased Land’s adjacent areas.

	5)		The landscaping of the leased Land’s adjacent areas, including those surrounding the portion of the artificial lake which is incorporated in the MSAR public domain, identified with the letters “B1”, “B2” and “C2” of the plan no. 6.124/2003, issued by the MCCB, on November 7, 2006;

The second party undertakes to draft all construction projects in respect of the works referred to in the above paragraph, and to submit the said project’s to the first party’s approval.

The second party warrants the due performance and the quality of the materials and equipment to be used in the works referred to under items 3 and 4, in paragraph one of this clause for a period of two years, starting from the provisional receipt of such works, being under the obligation to repair and correct each and any defect thereunder for the duration of the lease.

The second party will assure the maintenance, preservation and reparation of the materials and equipments used in the construction works referred in item 5 of paragraph 1 of this clause during the term of the land lease.

CLAUSE TENTH — PREMIUM

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The second party shall pay to the first party, as consideration for the Land concession, a premium in the total amount of $2.592.568.647 (Two Thousand, Five Hundred and Ninety Two Million, Five Hundred and Sixty Eight Thousand, Six Hundred and Forty Seven Patacas), as follows:

Plot I — $1.458.574.919 (One Thousand Four Hundred and Fifty Eight Million, Five Hundred and Seventy Four Thousand and Nine Hundred and Nineteen Patacas), to be paid in the following manner:

	(1)		$70,293,744 (Seventy Million, Two Hundred and Ninety Three Thousand, Seven Hundred and Forty Four Patacas) paid already and corresponding to the commitment undertaken by the second party (cost of the executed reclamation works in Plot I, deducted of the cost of the portion of the route VU3.3 and infrastructures built by the first party and to be deactivated by interest of the second party);

	(2)		95.791.000 (Ninety Five Million Seven Hundred and Ninety One Thousand Patacas) corresponding to the installation cost of the Electrical Substation 66/11 Kv of the Macau Electricity Company Limited and respective connection to the High Voltage Net;

	(3)		$487,000,000 (Four Hundred and Eighty Seven Million Patacas) upon the delivery of the declaration accepting the conditions of this agreement, according to article 125 of the Law 6/80/M, dated July 5, 1980;

	(4)		The remaining, in the amount of $805.490.175 (Eight Hundred and Five Million, Four Hundred and Ninety Thousand One Hundred and Seventy Five Patacas), to which shall accrue interest at the annual rate of 5%, shall be paid in 7 (seven) half-yearly installments, of equal value in capital and in interest, in the amount of $126.861.021 (One Hundred and Twenty Six Million, Eight Hundred and Sixty One Thousand and Twenty One Patacas), each, the first installment being due 6 (six) months from the publishing date of the dispatch authorizing the present agreement in the Official Gazette.

Plot II — $539,619,679 (Five Hundred and Thirty Nine Million, Six Hundred and Nineteen Thousand, Six Hundred and Seventy Nine Patacas), to be paid in the following manner:

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	(1)		$12,691,926 (Twelve Million, Six Hundred and Ninety One Thousand Nine Hundred and Twenty Six Patacas) paid already, corresponding to the commitment undertaken by the second party (cost of the executed reclamation works in Plot II, deducted of the cost of the portion of the route VU3.3 and infrastructures built by the first party and to be deactivated by interest of the second party);

	(2)		$178,000,000 (One Hundred and Seventy Eight Million Patacas) upon the delivery of the declaration accepting the conditions of this agreement, according to article 125 of the Law 6/80/M, dated July 5, 1980;

	(3)		The remaining, in the amount of $348,927,753 (Three Hundred and Forty Eight Million Nine Hundred and Twenty Seven Thousand Seven Hundred and Fifty Three Patacas), to which shall accrue interest at the annual rate of 5%, shall be paid in 7 (seven) half-yearly installments, of equal value in capital and in interest, in the amount of $54,954,526 (Fifty Four Million Nine Hundred and Fifty Four Thousand Five Hundred and Twenty Six Patacas) each, the first installment being due 6 (six) months from the publishing date of the dispatch authorizing the present Agreement in the Official Gazette.

Plot III — $594,374,049 (Five Hundred and Ninety Four Million, Three Hundred and Seventy Four Thousand and Forty Nine Patacas) to be paid in the following manner:

	(1)		$14,644,530 (Fourteen Million, Six Hundred and Forty Four Thousand, Five Hundred and Thirty Patacas) paid already, corresponding to the commitment undertaken by the second party (cost of the executed reclamation works in Plot III, deducted of the cost of the portion of the route VU3.3 and infrastructures constructed by the first party and to be deactivated by interest of the second party);

	(2)		$188,000,000 (One Hundred and Eighty Eight Million Patacas) upon the delivery of the declaration accepting the conditions of this agreement, according to article 125 of the Law 6/80/M, dated July 5, 1980.

	(3)		The remaining, in the amount of $391,729,519 (Three Hundred and Ninety One Million Seven Hundred and Twenty Nine Thousand, Five Hundred and

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Nineteen Patacas), to which shall accrue interest at the annual rate of 5%, shall be paid in 7 (seven) half-yearly installments, of equal value in capital and in interest, in the amount of $61,695,609 (Sixty One Million Six Hundred and Ninety Five Thousand, Six Hundred and Nine Patacas), each, the first installment being due 6 (six) months from the publishing date of the dispatch authorizing the present Agreement in the Official Gazette.

CLAUSE ELEVENTH — EXCESS MATERIALS

The second party is expressly prohibited from withdrawing from the leased Land, without the prior written consent of the first party, any materials, such as soil, rock, gravel and sand resulting from foundation excavation works or ground leveling.

The first party shall only consent to the removal of any such materials which can neither be used on the leased Land nor are suitable for any other use.

The materials removed with the first party’s consent shall be deposited in a location to be determined by the first party.

Failure to comply with this clause shall, without prejudice to the payment of an indemnity to be determined by experts from the Land, Public Works and Transport Bureau according to the materials effectively removed, attract the following penalties:

	1)		Upon the first infraction: a fine between $20,000 and $50,000;

	2)		Upon the second infraction: a fine between $51,000 and $100,000;

	3)		Upon the third infraction: a fine between $101,000 and $200,000 and

	4)		Upon the fourth infraction, the first party shall have the right to terminate this agreement.

CLAUSE TWELFTH — USAGE PERMIT

If the development of each of the three lots is completed before the end of the period set out in clause four, the respective usage permit shall be issued only after the presentation of the voucher confirming the payment of all premium installments provided for such lot under clause ten and after the obligations set forth in clause nine, paragraph 1, items 3), 4) and 5) have been performed.

CLAUSE THIRTEENTH — TRANSFER

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The transfer of any rights or benefits resulting from this concession are, given their nature, conditional upon the prior authorization of the first party having been obtained and shall subject the transferee to a revision of the terms and conditions hereof.

Considering the particular characteristics of the overall project where the leased Land is incorporated, the first party hereby authorizes, without alteration of the terms and conditions hereof, the transfer of the rights resulting from the concession by lease of plots II and III, prior to their full development, provided that the respective transfer application is a first transfer request, that all premium installments of the respective plot have been fully paid pursuant clause tenth and that all the obligations set forth in clause nine, paragraph 1, items 3), 4) and 5) have been performed.

As security for financing the necessary construction works, the second party may mortgage the rights resulting from the concession by lease hereunder in favor of credit institutions, in accordance with article 2 of Decree-Law 51/83/M, of December 26, 1983.

CLAUSE FOURTEENTH — SUPERVISION

During the development period of the leased land, the second party must grant full access to the Land and to the construction works to any government representatives supervising the works, and provide all assistance and means necessary to ensure the proper discharge of their duties.

CLAUSE FIFTEENTH — FORFEITURE

1. This agreement shall be forfeited in the following situations:

	1)		After the term of the aggravated fine as per paragraph 1 of clause five;

	2)		Unauthorized change of the purpose of the lease, prior to the completion of the development of the Land;

	3)		Interruption of the development of the land for a period exceeding 90 (ninety) days, except if due to special conditions duly justified and accepted by the first party;

The forfeiture of this agreement shall be declared by decision of the Chief Executive, to be published in the Official Gazette.

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The forfeiture of this agreement shall determine the reversion, in whole or in part, of the possession of the Land to the first party, with all improvements and betterments thereon, without compensation to the second party.

CLAUSE SIXTEENTH — RESCISSION

1. This agreement may be rescinded upon the occurrence of any of the following events:

	1)		Failure to pay the rent in due time;

	2)		Unauthorized change in the usage of the Land and/or the purpose of the lease, if the development has been completed;

	3)		Non performance of the obligations contained in clauses nine and tenth;

	4)		Repeated non performance, after the forth infraction, of the obligations contained in clause eleventh;

	5)		Transfer of interests in resulting from the concession in contravention to clause thirteenth.

The rescission shall be declared by decision of the Chief Executive, to be published in the Official Gazette.

CLAUSE SEVENTEENTH — REVERSION OF THE CASINO

The termination of the sub concession for the operation of games of chance or other games in casino, granted to the third party through a sub concession agreement of December 19, 2002, whether by lapse of time or as otherwise therein set forth, shall result in the automatic and free reversion to the first party of the casino unit, free and clear of encumbrances, charges or liens, and of all gaming equipment and materials, irrespective of being located within the said casino unit or not.

CLAUSE EIGHTEENTH — COMPETENT JURISDICTION

Any dispute resulting from this agreement shall be brought before the Court of First Instance of the Macau SAR.

CLAUSE NINETEENTH — APPLICABLE LAW

Matters not provided for in this agreement shall be governed by Law 6/80/M, of July 5, 1980 and all other applicable legislation.

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INDEX ¹


CLAUSE FIRST — OBJECT			3
CLAUSE SECOND — LEASE TERM			4
CLAUSE THIRD — LAND DEVELOPMENT AND PURPOSE			4
CLAUSE FOURTH — TERM FOR DEVELOPMENT			5
CLAUSE FIFTH — FINES			6
CLAUSE SIXTH — TRANSFERENCE OF THE UNIT			6
CLAUSE SEVENTH — RENT			6
CLAUSE EIGHTH — GUARANTEE			8
CLAUSE NINTH — SPECIAL OBLIGATIONS			8
CLAUSE TENTH — PREMIUM			9
CLAUSE ELEVENTH — EXCESS LAND MATERIALS			11
CLAUSE TWELFTH — USAGE PERMIT			12
CLAUSE THIRTEENTH — TRANSFER			12
CLAUSE FOURTEENTH — SUPERVISION			12
CLAUSE FIFTEENTH — FORFEITURE			12
CLAUSE SIXTEENTH — RESCISSION			13
CLAUSE SEVENTEENTH — REVERSION OF THE CASINO			13
CLAUSE EIGHTEENTH — COMPETENT JURISDICTION			14
CLAUSE NINETEENTH — APPLICABLE LAW			14


¹		The Index is just for reference and it is not part of the published version.

-18-

EXHIBIT 31.1

LAS VEGAS SANDS CORP.

CERTIFICATIONS

I, Sheldon G. Adelson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Las Vegas Sands Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


	By:	/s/ Sheldon G. Adelson

Sheldon G. Adelson

Chief Executive Officer

Date: May 9, 2007

EXHIBIT 31.2

LAS VEGAS SANDS CORP.

CERTIFICATIONS

I, Robert P. Rozek, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Las Vegas Sands Corp.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


	By:	/s/ Robert P. Rozek

Robert P. Rozek

Chief Financial Officer

Date: May 9, 2007

EXHIBIT 32.1

LAS VEGAS SANDS CORP.

CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 as filed by Las Vegas Sands Corp. with the Securities and Exchange Commission on the date hereof (the “Report”), I certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Las Vegas Sands Corp.


	By:	/s/ Sheldon G. Adelson

Sheldon G. Adelson

Chief Executive Officer

Date: May 9, 2007

EXHIBIT 32.2

LAS VEGAS SANDS CORP.

CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Las Vegas Sands Corp.


	By:	/s/ Robert P. Rozek

Robert P. Rozek

Chief Financial Officer

Date: May 9, 2007