UNITED STATES SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

[X]        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2005

[   ]        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   333-42147


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
89109
(Address of principal executive offices) (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.
[X] Yes [   ] No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). [   ]Yes [X] No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of November 14, 2005

Class
Outstanding at November 14, 2005
Common Stock, $0.001 par value 354,160,692 shares





LAS VEGAS SANDS CORP.
 
Table of Contents
 
Part I
FINANCIAL INFORMATION
 

   
Item 1     Financial Statments (unaudited)        

   
      Consolidated Balance Sheets at September 30, 2005 and December 31, 2004       1  

   
      Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2005 and September 30, 2004       2  

   
      Consolidated Statements of Cash Flows for the Three and Nine Months Ended September 30, 2005 and September 30, 2004       4  

   
      Notes to Condensed Consolidated Financial Statements       5  

   
Item 2     Management's Discussion and Analysis of Financial Condition and Results of Operation       24  

   
Item 3     Quantitative and Qualitative Disclosures About Market Risk       43  

   
Item 4     Controls and Procedures       44  

   
Part II
OTHER INFORMATION
     
Item 1     Legal Proceedings       45  

   
Item 2     Unregistered Sales of Equity Securities and Use of Proceeds       45  

   
Item 4     Submission of Matters to a Vote of Security Holders       46  

   
Item 5     Other Information       47  

   
Item 6     Exhibits       48  

   
      Signatures       49  

ITEM 1 – CONSOLIDATED FINANCIAL STATEMENTS

LAS VEGAS SANDS CORP.
Consolidated Balance Sheets
(In thousands, except share data)
(Unaudited)


September 30,
2005

December 31,
2004

 
ASSETS                
Current assets:                
    Cash and cash equivalents     $ 589,903   $ 1,294,898  
    Restricted cash and cash equivalents       20,229     20,528  
    Accounts receivable, net       53,631     56,582  
    Inventories       8,987     8,010  
    Deferred income taxes       29,389     13,311  
    Prepaid expenses       14,001     11,797  




Total current assets       716,140     1,405,126  

   
Property and equipment, net       2,337,737     1,756,090  
Deferred offering costs, net       33,007     52,375  
Restricted cash and cash equivalents       565,706     356,946  
Deferred income taxes       9,063     425  
Other assets, net       31,682     30,516  




      $ 3,693,335   $ 3,601,478  





   
LIABILITIES AND STOCKHOLDERS' EQUITY                
Current liabilities:                
    Accounts payable     $ 28,657   $ 33,383  
    Construction payables       142,440     87,376  
    Construction payables-contested       30,886     7,232  
    Accrued interest payable       3,718     9,187  
    Other accrued liabilities       212,376     170,518  
    Current maturities of long-term debt       56,101     304,864  




Total current liabilities       474,178     612,560  

   
Other long-term liabilities       8,996     9,033  
Deferred gain on sale of Grand Canal Shops       68,995     71,593  
Deferred rent from Grand Canal Shops transaction       106,306     107,227  
Long-term debt       1,537,523     1,485,064  




        2,195,998     2,285,477  




Stockholders' equity:                
    Common stock, $.001 par value, 1,000,000,000                
      shares authorized, 354,168,780 and 354,160,692                
      shares issued and outstanding       354     354  
    Capital in excess of par value       964,309     956,385  
    Deferred compensation       (225 )    
    Retained earnings       532,899     359,262  





   
        1,497,337     1,316,001  





   
      $ 3,693,335   $ 3,601,478  






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


1


LAS VEGAS SANDS CORP. AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except share and per share data)
(Unaudited)

Three Months Ended
September 30,

Nine Months Ended
September 30,

2005
2004
2005
2004
Revenues:                            
   Casino     $ 334,400   $ 240,189   $ 874,994   $ 468,786  
   Rooms       73,173     71,577     243,233     236,174  
   Food and beverage       28,796     26,863     106,983     92,544  
   Retail and other       22,406     20,865     75,214     94,354  








        458,775     359,494     1,300,424     891,858  
Less-promotional allowances       (21,153 )   (15,858 )   (60,187 )   (42,379 )








   Net revenues       437,622     343,636     1,240,237     849,479  









   
Operating expenses:                            
   Casino       177,900     115,668     456,399     214,204  
   Rooms       19,876     19,727     61,218     58,444  
   Food and beverage       16,707     15,804     55,551     48,635  
   Retail and other       13,780     15,382     41,879     46,657  
   Provision for doubtful accounts       2,863     2,869     7,031     9,561  
   General and administrative       49,390     45,040     143,377     121,788  
   Corporate expense       9,893     118,153     27,395     123,857  
   Rental expense       3,699     3,618     11,086     8,307  
   Pre-opening expense       860     838     1,364     17,183  
   Development expense       5,926     4,567     16,663     7,329  
   Depreciation and amortization       27,722     19,346     68,784     51,729  
   Loss on disposal of assets       522     30,635     1,527     30,635  
   (Gain)/loss on sale of Grand Canal Shops           400         (417,822 )








        329,138     392,047     892,274     320,507  








Operating income (loss)       108,484     (48,411 )   347,963     528,972  

   
Other income (expense):                            
   Interest income       8,637     2,184     23,164     3,278  
   Interest expense, net of amounts capitalized       (30,597 )   (34,470 )   (75,649 )   (99,761 )
   Other income (expense)       145         (1,146 )   (9 )
   Loss on early retirement of debt           (5,182 )   (137,000 )   (6,553 )








Income (loss) before income taxes       86,669     (85,879 )   157,332     425,927  
(Provision) benefit for income taxes       (6,573 )       16,305      








Net income (loss)     $ 80,096   $ (85,879 ) $ 173,637   $ 425,927  








Basic earnings (loss) per share     $ 0.23   $ (0.26 ) $ 0.49   $ 1.31  








Diluted earnings (loss) per share     $ 0.23   $ (0.26 ) $ 0.49   $ 1.31  








Dividends declared per share     $   $ 0.05   $   $ 0.38  









   
Weighted average shares outstanding:                            
   Basic       354,160,692     325,679,693     354,160,692     324,998,916  








   Diluted       354,445,509     325,679,693     354,543,037     325,260,426  








Pro forma data (reflecting change in tax status):                            
                           
Net income (loss) before income taxes           $ (85,879 )       $ 425,927  
(Provision) benefit for income taxes             39,874           (139,897 )




Net income (loss)           $ (46,005 )       $ 286,030  




Pro forma net income per share of common                            
stock (reflecting change in tax status):                            
   Basic           $ (0.14 )       $ 0.88  
   Diluted           $ (0.14 )       $ 0.88  


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



2


LAS VEGAS SANDS CORP. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)

Nine Months Ended
September 30,

2005
2004
Cash flows from operating activities:                
Net income     $ 173,637   $ 425,927  
Adjustments to reconcile net income to net cash                
  provided by operating activities:                
    Depreciation and amortization       68,784     51,729  
    Amortization of debt offering costs and                
       original issue discount       7,101     6,729  
    Amortization of deferred revenue       (3,519 )   (1,384 )
    Deferred rent from Grand Canal Shops transaction           109,220  
    Loss on early retirement of debt       137,000     6,553  
    Loss on disposal of assets       1,527     30,635  
    Stock–based compensation       75     49,230  
    Gain on sale of Grand Canal Shops           (417,822 )
    Provision for doubtful accounts       7,031     9,561  
    Changes in operating assets and liabilities:                
       Accounts receivable       (4,080 )   (7,124 )
       Inventories       (977 )   (290 )
       Prepaid expenses       (2,204 )   (8,699 )
       Deferred income taxes       (16,605 )    
       Other assets       (1,166 )   (7,385 )
       Accounts payable       (4,726 )   6,473  
       Accrued interest payable       3,446     25,736  
       Other accrued liabilities       62,873     20,077  




Net cash provided by operating activities       428,197     299,166  




Cash flows from investing activities:                
Proceeds from sale of Grand Canal Shops, net of                
  transaction costs           649,568  
Change in restricted cash and cash equivalents       (208,461 )   (233,091 )
Decrease in receivables from stockholders           205  
Capital expenditures       (582,155 )   (326,988 )




Net cash provided by (used in) investing activities       (790,616 )   89,694  




Cash flows from financing activities:                
Dividends paid to shareholders       (21,052 )   (125,027 )
Exercise of stock options           8,639  
Contributions from shareholders           420  
Repayments on 11% mortgage notes       (843,640 )   (6,360 )
Proceeds from 6.375% senior notes, net of discount       247,722      
Repayments on secured mall facility           (120,000 )
Repayments on senior secured credit facility-term A-prior           (48,333 )
Repayments on senior secured credit facility-term B-prior           (246,250 )
Proceeds from senior secured credit facility-term B       305,000     665,000  
Proceeds from senior secured credit facility-term B delayed       200,000      
Proceeds from phase II mall construction loan       19,500      
Repayments on Venetian Macao senior secured notes-tranche A       (75,000 )    
Repayments on Venetian Macao senior secured notes-tranche B       (45,000 )    
Proceeds from Macao revolver           10,000  
Repayments on Macao revolver           (10,000 )
Proceeds from Venetian Intermediate credit facility           10,000  
Repayments on FF&E credit facility       (1,800 )   (1,200 )
Repayments on Interface Nevada note payable           (127,512 )
Proceeds from Interface mortgage note payable           100,000  
Repayments on Interface mortgage note payable       (3,232 )   (296 )
Repurchase premiums incurred in connection                
  with refinancing transactions       (113,311 )    
Transaction costs, initial public offering       (487 )    
Payments of debt offering costs       (11,276 )   (28,536 )




Net cash provided by (used in) financing activities       (342,576 )   80,545  




Increase (decrease) in cash and cash equivalents       (704,995 )   469,405  
Cash and cash equivalents at beginning of period       1,294,898     152,793  




Cash and cash equivalents at end of period     $ 589,903   $ 622,198  




Supplemental disclosure of cash flow information:                
Cash payments for interest     $ 80,635   $ 71,445  




Payment of dividends included in accrued liablities     $ 21,052   $  




Property and equipment asset acquisitions included                
  in construction accounts payable     $ 157,179   $ 84,266  




Property and equipment acquisitions included in                
  accounts payable     $   $ 5,225  




Non-cash distribution to Principal Shareholder     $   $ 2,329  




Deferred gain on sale of Grand Canal Shops     $   $ 77,217  




Decrease in other assets related to Grand Canal Shops sale     $   $ 13,569  




Non cash tax benefit from stock option exercises included                
  in deferred income taxes     $ 8,111   $  




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



3


LAS VEGAS SANDS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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. and its subsidiaries (collectively, the “Company”) Company for the year ended December 31, 2004. 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 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.

Las Vegas Sands Corp. (“LVSC”) was incorporated in Nevada during August 2004 and completed an initial public offering of its common stock on December 20, 2004. Immediately prior to the initial public offering, LVSC acquired 100% of the capital stock of Las Vegas Sands, Inc. The acquisition of Las Vegas Sands, Inc. by LVSC has been accounted for as a reorganization of entities under common control, in a manner similar to pooling-of-interests. LVSC is traded on the NYSE under the symbol LVS. On July 28, 2005, Las Vegas Sands, Inc. was converted into a Nevada limited liability company and changed its name to Las Vegas Sands, LLC.

Las Vegas Properties

The Company owns and operates the Venetian Hotel Resort Casino (the “Venetian Casino Resort”), a Renaissance Venice-themed resort situated on the Las Vegas Strip (the “Strip”). The Venetian Casino Resort is located across from The Mirage and the Treasure Island Hotel and Casino. The Venetian Casino Resort includes the first all-suites hotel on the Strip with 4,027 suites (the “Hotel”); a gaming facility of approximately 116,000 square feet (the “Casino”); an enclosed retail, dining and entertainment complex of approximately 446,000 net leasable square feet (“The Grand Canal Shops” or the “Mall”), which was sold to a third party in 2004; a meeting and conference facility of approximately 650,000 square feet (the “Congress Center”); and an expo and convention center of approximately 1,150,000 square feet (the “Sands Expo Center”). The Company has begun design and construction work and has completed demolition and clearing on the site of the Palazzo Casino Resort (the “Palazzo” or the “Palazzo Casino Resort”), a second resort similar in size to the Venetian Casino Resort, which will be situated on a 14-acre site situated adjacent to the Venetian Casino Resort and the Sands Expo Center and across Sands Boulevard from the Wynn Las Vegas Resort. The Palazzo is expected to open during mid-2007. The Palazzo is expected to consist of an all-suite, 50-floor luxury hotel tower with approximately 3,025 rooms, a gaming facility of approximately 105,000 square feet, an enclosed shopping, dining and entertainment complex of approximately 375,000 square feet, which we have already pre-sold to a third party (the “Phase II Mall”). In addition, the Palazzo will include approximately 450,000 square feet of additional conference and meeting space, 300,000 square feet of which is now available. The Palazzo Casino Resort project is expected to cost approximately $1.7 billion (exclusive of land), of which the Phase II Mall is expected to cost approximately $280.0 million.


LAS VEGAS SANDS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1 – ORGANIZATION AND BUSINESS OF COMPANY (Continued)

Macao Projects

We also own and operate the Sands Macao, a Las Vegas-style casino in Macao, China. We opened the Sands Macao on May 18, 2004. In addition to the Sands Macao, we are also constructing the Venetian Macao Hotel Resort Casino (the “Venetian Macao Resort”), an all-suites hotel, casino, and convention center complex, with a Venetian-style theme similar to that of our Las Vegas property. Under our gaming subconcession in Macao, we are obligated to develop and open the Venetian Macao Resort by June 2006 and a convention center by December 2006, and invest, or cause to be invested, at least 4.4 billion Patacas (approximately $527.6 million at exchange rates in effect on September 30, 2005) in various development projects in Macao by June 2009. We expect that the cost of the Sands Macao and the construction of the Venetian Macao Resort will satisfy these investment obligations but we will need an extension of the June 2006 construction deadline for the Venetian Macao Resort, which we currently expect to open in mid-2007. We have recently requested the extension from the Macao authorities. Unless we obtain an extension, we will lose our right to continue to operate the Sands Macao or any other facilities development under our Macao gaming concession and our investment to date in construction of the Venetian Macao Resort could be lost. In addition, we broke ground in October 2005 on an expansion of the Sands Macao that will enhance the size and scope of the property and increase gaming capacity by more than 65.0%. Construction of the Venetian Macao is progressing according to plan and we have decided to build out all 3,000 rooms in the initial phase, instead of the previously announced 1,500 rooms. We also plan to build a 400 room luxury hotel under the Four Seasons brand, which will also include approximately 600 serviced apartment units and over 100,000 square feet of retail space. We are also master planning two additional 3,000 room hotels, to be built in multiple phases, with serviced apartments and a combined 450,000 square feet of retail space across the Cotai Strip™ from the Venetian Macao. We will own these properties and operate them under the Shangri-La and Traders brands as well as other internationally recognized third party hotel brands. We expect to make land premium payments relating to the Venetian Macao Resort and other Macao properties under development in amounts to be determined. We currently estimate that the cost for the Venetian Macao Resort will be approximately $2.0 billion (exclusive of land) and that we will need to arrange additional debt financing to finance these costs. We have not yet finalized our estimate of the cost of the other Cotai Strip™ developments; however we will need to arrange additional debt financing to finance those costs as well.

Subsidiaries

The condensed consolidated financial statements include the accounts of LVSC and its subsidiaries (the “Subsidiaries”), including Las Vegas Sands, LLC, formerly known as Las Vegas Sands, Inc. (“Las Vegas Sands Opco”), Venetian Casino Resort, LLC (“Venetian”), Interface Group-Nevada, Inc. (“Interface”), Interface Employee Leasing, LLC, Mall Intermediate Holding Company, LLC (“Mall Intermediate”), Grand Canal Shops Mall Subsidiary, LLC, Grand Canal Shops Mall MM Subsidiary, Inc., Venetian Hotel Operations, LLC (“Mall Construction”), Las Vegas Sands (Wolverhampton) Limited, Las Vegas Sands (Stoke City) Limited, Las Vegas Sands (Sunderland City) Limited, Las Vegas Sands (Ibrox) Limited, Las Vegas Sands (Sheffield) Limited, Las Vegas Sands (Murrayfield) Limited, Las Vegas Sands (Reading) Limited, Las Vegas Sands (UK) Limited, Lido Intermediate Holding Company, LLC (“Lido Intermediate”), Lido Casino Resort Holding Company, LLC, Lido Casino Resort, LLC (the “Phase II Subsidiary”), Lido Casino Resort MM, Inc., Sands Pennsylvania, Inc., Phase II Mall Holding, LLC, Phase II Mall Subsidiary, LLC, Venetian Transport, LLC (“Venetian Transport”), Venetian Venture Development, LLC (“Venetian Venture”), Venetian Venture Development Intermediate Limited, Venetian Venture Development Intermediate I, Venetian Venture Development Intermediate II, Venetian Global Holdings Limited, Venetian Macao Finance Company, VI Limited, Venetian Macao Limited (“Venetian Macao”), Venetian Cotai Limited, Venetian Marketing, Inc. (“Venetian Marketing”), Venetian Far East Limited, Venetian Operating Company, LLC (“Venetian Operating”), Venetian Resort Development Limited, World Sourcing Services Limited, Sands Garden City Pte. Ltd., Silver State Marble, LLC, V-HK Services Limited, Venetian Zhuhai Development Limited, VI Limited and TK Las Vegas, LLC. Each of LVSC and the Subsidiaries is a separate legal entity and the assets of each such entity are intended to be available only to the creditors of such entity, except to the extent of guarantees on indebtedness. See “Note 4 – Long-Term Debt.”


LAS VEGAS SANDS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1 – ORGANIZATION AND BUSINESS OF COMPANY (Continued)

Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123R”), which supersedes Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”). This statement requires compensation costs related to share based payment transactions to be recognized in financial statements. The provisions of this statement are effective as of the first annual reporting period that begins after June 15, 2005. This statement requires public entities to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). This cost will be recognized over the period during which an employee is required to provide service in exchange for the award. This statement also addresses the accounting for the tax effects of share-based compensation awards. We currently expect to adopt this standard on January 1, 2006 and we expect to expense the cost of share-based compensation awards issued after January 1, 2006. Additionally, we expect to recognize compensation cost for the portion of awards outstanding on January 1, 2006 for which the requisite service has not been rendered as the requisite service is to be rendered on or after January 1, 2006. We are currently evaluating the provisions of SFAS 123R to determine its impact on our future consolidated financial statements.

NOTE 2 – STOCKHOLDERS’ EQUITY AND PER SHARE DATA

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

Three Months Ended
September 30,

Nine Months Ended
September 30,

2005
2004
2005
2004
Weighted-average common shares outstanding                  
   (used in the calculation of basic                  
   earnings (loss) per share)   354,160,692   325,679,693   354,160,692   324,998,916  
Potential dilution from stock options and                  
   restricted stock   284,817     382,345   261,510  




Weighted-average common and common equivalent                  
   shares (used in the calculations of                  
   diluted earnings (loss) per share)   354,445,509   325,679,693   354,543,037   325,260,426  




For the three and nine months ended September 30, 2005, outstanding options to purchase 147,820 and 22,820 shares of common stock, respectively, were not included in the calculation of diluted earnings per share because their effect was antidilutive. For the three months ended September 30, 2004, outstanding options to purchase 3,170,105 shares of common stock were not included in the calculation of diluted loss per share because their effect was antidilutive.


LAS VEGAS SANDS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2 – STOCKHOLDERS’ EQUITY AND PER SHARE DATA (Continued)

A summary of the status of the Company’s stock option plan is presented below:

Nine Months Ended September 30, 2005
Shares
Weighted
Average Exercise
Price

 
Outstanding at the beginning of period       3,170,105   $ 21.67
Granted       147,820     38.72
Exercised       (984,322 )   5.39
Terminated       (126,000 )   29.00




Outstanding at end of period       2,207,603     29.65




Exercisable at end of period            




The Company has elected to follow APB 25 and accounts for its stock-based compensation to employees using the intrinsic value method. Under this method, compensation expense is the difference between the market value of the Company’s stock and the stock option’s exercise price at the measurement date. Under APB 25, if the exercise price of the stock options is equal to or greater than the market price of the underlying stock on the date of grant, no compensation expense is recognized.

Had the Company accounted for the plan under the fair value method allowed by Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), the Company’s net income (loss), and earnings (loss) per share would have been adjusted to the following pro forma amounts (in thousands, except per share data):

Three Months
Ended
September 30,
2005

Three Months
Ended
September 30,
2004

Nine Months
Ended
September 30,
2005

Nine Months
Ended
September 30,
2004

 
Net income (loss), as reported     $ 80,096   $ (85,879 ) $ 173,637   $ 425,927  

   
Add: Stock-based compensation expense                            
  using intrinsic value method       75     49,230     75     49,230  
Less: Total stock-based employee                            
  compensation expense determined under the                            
  minimum value method for all awards           (57,310 )       (57,310 )
Less: Stock-based employee                            
  compensation expense determined                            
  under the Black Scholes option-                            
  pricing model, net of tax       (944 )       (2,568 )    








Pro forma net income (loss)     $ 79,227   $ (93,959 ) $ 171,144   $ 417,847  








Basic earnings (loss) per share, as reported     $ 0.23   $ (0.26 ) $ 0.49   $ 1.31  








Basic earnings (loss) per share, pro forma     $ 0.22   $ (0.29 ) $ 0.48   $ 1.29  








Diluted earnings (loss) per share, as reported     $ 0.23   $ (0.26 ) $ 0.49   $ 1.31  








Diluted earnings (loss) per share, pro forma     $ 0.22   $ (0.29 ) $ 0.48   $ 1.28  









LAS VEGAS SANDS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2 – STOCKHOLDERS’ EQUITY AND PER SHARE DATA (Continued)

The estimated grant date fair value of options granted during the three and nine months ended September 30, 2005 were $14.48 and $15.25 per share, respectively, and were computed using the Black Scholes option-pricing model with the following weighted average assumptions: risk free interest rate of 3.95%; no expected dividend yields; expected volatility of 32.40% and expected life of 6 years.

NOTE 3 – PROPERTY AND EQUIPMENT

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

September 30,
2005

December 31,
2004

 
Land and land improvements     $ 201,260   $ 170,056  
Building and improvements       1,331,991     1,239,291  
Equipment, furniture, fixtures and leasehold improvements       333,632     297,287  
Construction in progress       809,299     319,640  




        2,676,182     2,026,274  
Less: accumulated depreciation and amortization       (338,445 )   (270,184 )




      $ 2,337,737   $ 1,756,090  




During the three and nine months ended September 30, 2005 and the three and nine months ended September 30, 2004, the Company capitalized interest expense of $6.4 million, $15.5 million, $0.4 million, and $2.7 million, respectively.

NOTE 4 – LONG-TERM DEBT

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

September 30,
2005

December 31,
2004

 
Indebtedness of the Company and its Subsidiaries                
other than the Macao Subsidiaries:                

   
11% Mortgage Notes     $   $ 843,640  
Senior Secured Credit Facility – Term B       970,000     665,000  
Senior Secured Credit Facility – Term B – delayed       200,000      
FF&E Credit Facility       10,200     12,000  
Interface Mortgage Loan       96,056     99,288  
6.375% Senior Notes (net of original issue discount of $2,132)       247,868      
Phase II Mall Construction Loan       19,500      

   
Indebtedness of the Macao Subsidiaries:                

   
Venetian Macao Senior Secured Notes – Tranche A           75,000  
Venetian Macao Senior Secured Notes – Tranche B           45,000  
Venetian Intermediate Credit Facility       50,000     50,000  




        1,593,624     1,789,928  
Less: current maturities       (56,101 )   (304,864 )




Total long-term debt     $ 1,537,523   $ 1,485,064  





LAS VEGAS SANDS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4 – LONG-TERM DEBT (Continued)

2005 Refinancing Transactions

On June 4, 2002, the Company issued $850.0 million in aggregate principal amount of 11.0% mortgage notes due 2010 (the “11% Mortgage Notes”) and on August 20, 2004, Las Vegas Sands Opco and Venetian entered into a $1.0 billion Senior Secured Credit Facility (the “Prior Senior Secured Credit Facility”).

On February 1, 2005, the Company completed the exercise of an equity claw back under the 11% Mortgage Notes indenture pursuant to which the Company retired $291.1 million of the 11% Mortgage Notes and paid $32.0 million of redemption premiums with the proceeds from its initial public offering.

On February 10, 2005, the Company sold in a private placement transaction $250.0 million in aggregate principal amount of its 6.375% Senior Notes due 2015 (the “Senior Notes”) with an original issue discount of $2.3 million. Net proceeds after offering costs and original issue discount were $244.8 million. The Company, the subsidiary guarantors (including Las Vegas Sands Opco and Venetian) and the initial purchasers of the Senior Notes also entered into a registration rights agreement. Under the registration rights agreement, the Company and each subsidiary guarantor granted certain exchange and registration rights to the holders of the Senior Notes. On July 21, 2005, the Company completed an exchange offer to exchange the 6.375% Senior Notes for a new series of 6.375% Senior Notes with substantially the same terms that were registered under the Securities Act of 1933.

On February 22, 2005, Las Vegas Sands Opco and Venetian entered into the Senior Secured Credit Facility (the “Senior Secured Credit Facility”), which amended and restated their $1.0 billion Prior Senior Secured Credit Facility. The Senior Secured Credit Facility consists of a $970.0 million funded term loan (the “Term B Facility”), a $200.0 million Term B Delayed Draw Facility that was fully drawn in August 2005 and a $450.0 million revolving credit facility (the “Revolving Facility”). As of September 30, 2005, no amounts have been drawn under the Revolving Facility. Las Vegas Sands Opco has guaranteed borrowings under a $50.0 million credit facility of its wholly owned subsidiary, Venetian Intermediate, to fund construction and development costs of the Macao Casino. These guarantees are supported by $50.0 million of letters of credit that were issued under the Revolving Facility. As a result of the issuance of these letters of credit, the amount available for working capital loans under the Revolving Facility is $400.0 million as of September 30, 2005.

On February 22, 2005, Las Vegas Sands Opco and Venetian repurchased $542.3 million in aggregate principal amount of their 11% Mortgage Notes pursuant to a tender offer plus a make-whole premium and accrued interest of $90.3 million, with proceeds from the Senior Notes offering, initial public offering, cash on hand and proceeds from the Senior Secured Credit Facility. On March 24, 2005, Las Vegas Sands Opco and Venetian redeemed the remaining $10.2 million aggregate principal amount of the outstanding 11% Mortgage Notes plus a make-whole premium and accrued interest of $1.7 million with cash on hand.

On May 23, 2005, the Company utilized existing cash to retire the $120.0 million Venetian Macao Senior Secured Notes. The Company incurred a charge of $4.2 million for loss on early retirement of indebtedness during the second quarter of 2005 as a result of retiring the Venetian Macao Senior Secured Notes.

The indebtedness under the Senior Secured Credit Facility is guaranteed by certain of the Company’s domestic subsidiaries (the “Guarantors”). The obligations under the Senior Secured Credit Facility and the guarantees of the Guarantors are secured by a first-priority security interest in substantially all of the Company’s and Guarantors’ assets, other than capital stock. Borrowings under the term loan facilities and revolving loan facilities bear interest, at the Company’s option, at either an adjusted Eurodollar rate or at an alternative base rate, plus a spread of 1.75% or 0.75%, respectively, which spreads will decrease by 0.25% if the loans achieve a rating of Ba2 or higher by Moody’s and BB or higher by S&P subject to certain additional conditions. The Senior Secured Credit Facility contains certain covenants and events of default customary for such financings. The average interest rate for the Senior Secured Credit Facility was 5.0% during the nine months ended September 30, 2005.


LAS VEGAS SANDS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 5 – COMMITMENTS AND CONTINGENCIES

Construction Litigation

The following disclosure summarizes our previous disclosure regarding this matter and discusses recent developments since the filing of our Annual Report on Form 10-K for the year ended December 31, 2004.

The construction of the principal components of the Venetian Casino Resort was undertaken by Lehrer McGovern Bovis, Inc. (“Bovis”) pursuant to a construction management agreement, as amended. Bovis’ obligations were guaranteed by its corporate parent companies. In 1999, Venetian Casino Resort, LLC filed a complaint against Bovis in the United States District Court for the District of Nevada relating to the construction of the Venetian Casino Resort. In response, Bovis filed a complaint against Venetian Casino Resort, LLC in the District Court of Clark County, Nevada (the “State Court Action”). Commencing in 2000, the construction manager and we engaged in certain arbitration proceedings ordered by the federal court. Pursuant to agreement between the parties, certain claims brought by Bovis relating to infrastructure for the Palazzo, which is currently under construction (the “Lido Claims”), were severed from the State Court Action and were scheduled for trial in January 2006. As noted below, the Lido Claims have been fully resolved.

In connection with these disputes, Bovis and its subcontractors filed certain mechanics liens against the Venetian Casino Resort. We have purchased surety bonds for virtually all of the claims underlying these liens. As a result, there can be no foreclosure of the Venetian Casino Resort in connection with the claims of the construction manager and its subcontractors. However, we will be required to pay or immediately reimburse the bonding company if and to the extent that the underlying claims are judicially determined to be valid. It is likely to take a significant amount of time for their validity to be judicially determined.

We have purchased an insurance policy for loss coverage in connection with all litigation relating to the construction of the Venetian Casino Resort (the “Insurance Policy”). Under the Insurance Policy, we will self-insure the first $45.0 million of covered losses (excluding defense costs) and the insurer will insure defense costs and other covered losses up to the next $80.0 million. Approximately $29.0 million of the $80.0 million of policy limits has been utilized to date in connection with the litigation, primarily for defense costs. The Insurance Policy provides coverage (subject to certain exceptions) for amounts determined in the construction litigation to be owed to Bovis, and lien claims of, or acquired by, Bovis as well as any defense costs. The principal exclusions from coverage are lien claims of Bovis’ subcontractors directly against us (“Direct Claims”) and Lido Claims. However, up to $36.5 million in Direct Claims and $8.5 million in Lido Claims can be applied to satisfaction of the $45.0 million self-insured retention under the Insurance Policy. Payments we made in connection with the resolution of the Lido Claims satisfied $8.5 million of our self-insured retention. Payments we have made in connection with the resolution of certain Direct Claims have satisfied an additional $5.6 million of our self-insured retention. Our remaining self-insured retention is $30.9 million.

After trial in the State Court Action, the jury awarded Bovis approximately $44.0 million in damages and awarded us approximately $2.0 million in damages. We have filed a notice of appeal to the Nevada Supreme Court.


LAS VEGAS SANDS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 5 – COMMITMENTS AND CONTINGENCIES (Continued)

Notwithstanding the entry of judgment in the State Court Action, we have continued to pursue certain claims in the federal court ordered arbitration proceedings, which we believe may provide a basis for reducing the amount awarded to Bovis in the State Court Action. The complexities of the matter include the magnitude of the remaining open items in the federal arbitration proceedings, which we believe must be considered in any ultimate award between the parties, the magnitude of the Direct Claims, the payment of which we contend should reduce the amount awarded to Bovis in the State Court Action, and the issues raised on appeal. However, following a periodic review of the matter and based upon recent activities in relation to the matter, we estimate that our range of loss in this matter as of the end of the third quarter 2005 is from $30.9 million to approximately $103.9 million, before the benefit of the approximately $51.0 million of the remaining policy limits under the Insurance Policy. The Insurance Policy is available for claims in excess of $30.9 million, subject to certain exceptions and policy limits.

We have recorded a $23.7 million accrual in the third quarter 2005 financial statements which, when added to the prior existing $7.2 million accrual for unpaid construction costs which have not yet been paid pending outcome of the litigation, equals the $30.9 million balance of our self-insured retention under the Insurance Policy.

During the third quarter 2005, we resolved three related litigation matters consisting of the Lido Claims and two Direct Claims. The Company paid $13.5 million to resolve the Lido Claims and $5.6 million to resolve the two Direct Claims.

In connection with the aforementioned aggregate $30.9 million accruals and the $18.1 million aggregate settlement payments, the Company has capitalized $30.1 million of these amounts as building related construction costs and treated $12.7 million of these amounts as interest expense. In addition, the Company recorded $5.3 million of depreciation expense during the quarter associated with the additional capitalized building related construction costs.

The low end of the range assumes that we pay the remaining balance of the self-insured retention under the Insurance Policy and that we incur no liability in excess of that self-insured retention plus the remaining policy limits under the Insurance Policy.

The high end of the range assumes that (i) we lose all remaining arbitration matters and related pending actions and appeals that counsel has advised are possible of loss, and that are not already included in the State Court Action; and (ii) we are not permitted to offset against the State Court Action award amounts we pay for Direct Claims consisting of interest and attorneys’ fees, but we are permitted to offset the remaining amounts of the Direct Claims. Substantially all of our attorneys’ fees and costs related to the defense and prosecution of claims arising out of this matter are being paid by the Insurance Policy.

There are three ways the state court judgment may change before it can be executed on by Bovis. First, if we are successful in proving our remaining claims in the federal court ordered arbitrations, the arbitration credit awards, in total, could, in our opinion, offset up to $27.0 million of the verdict. Second, we believe that certain elements of the verdict should be preempted because they are duplicative of items ordered to arbitration by federal court before the state court jury trial began. It is our position that the arbitration awards should be substituted for the portions of the verdict which overlap. In a March 2004 hearing, the state court judge acknowledged that the verdict and the judgment on the verdict will need to be adjusted after the completion of the arbitrations. Third, any amounts of principal and interest which we are obligated to pay to Bovis’ sub-contractors as a result of the Direct Claims for which we do not receive indemnity from Bovis should, in our opinion, be offset against principal and interest awarded in the state court judgment.


LAS VEGAS SANDS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 5 – COMMITMENTS AND CONTINGENCIES (Continued)

From the summer of 2000 to the present, we actively defended approximately 25 Direct Claims lawsuits in Nevada State Court brought by various Bovis sub-contractors, which brought claims directly against us for monies due the sub-contractors from Bovis as permitted by Nevada lien law, pre- and post-judgment interest on such amounts and related claims. A number of Direct Claim trials ended in judgments in favor of the sub-contractors in the aggregate amounts of approximately $29.0 million including awarded interest, costs and attorneys’ fees. This amount also includes a stipulated judgment amount for a portion of a claim brought by a sub-contractor, the remaining portions of which claim are still to be tried. We are appealing all of these judgments (except the stipulated judgment). We cannot predict the outcomes of our appeals at this time. Our costs of appeal are being paid by the Insurance Policy and payments, if any, we make following the conclusion of the appeals will be credited toward our self-insured retention under the Insurance Policy, along with other payments relating to Direct Claims, up to an aggregate of $36.5 million ($5.6 million of which has already been credited).

Litigation Relating to Macao Casino

The following disclosure summarizes our previous disclosure regarding this matter and discusses recent developments since the filing of our Annual Report on Form 10-K for the year ended December 31, 2004.

In October 15, 2004, Richard Suen and Round Square Company Limited filed an action against LVSC, Las Vegas Sands Opco, Sheldon Adelson, and William 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. We intend to defend this matter vigorously. In March 2005, LVSC was dismissed as a party without prejudice based on a stipulation to do so between the parties. On May 17, 2005, the plaintiffs filed an amended complaint. The defendants responded with a motion to dismiss for failure to state a claim upon which relief can be granted. On August 23, 2005, the court postponed ruling on the motion to dismiss and allowed for limited discovery in order to address defendant’s assertion that plaintiffs cannot plead fraud with sufficient particularity. A hearing on the motion to dismiss has been scheduled for January 9, 2006. Other than the motion to dismiss, there is currently no pending activity in the matter. This action is in a preliminary stage and the Company’s legal counsel is currently not able to determine the probability of the outcome of this action.

Shareholder Derivative Litigation

Two shareholder derivative complaints, brought by plaintiffs Lily Walker and James Roberts, Jr., were filed in the District Court, Clark County, Nevada in August 2005 against Las Vegas Sands Corp. (as a nominal defendant) and several of it’s officers and directors, including Sheldon G. Adelson, Irwin Chafetz, Charles D. Forman, Robert G. Goldstein, Michael A. Leven, James J. Purcell, Irwin A. Siegel, Bradley H. Stone, and William P. Weidner.  The two actions were consolidated under the lead case, and are now captioned “ In re Las Vegas Sands Corp. Shareholder Litigation ” Case No . A507820. The consolidated complaint alleges breach of fiduciary duty and unjust enrichment causes of action, including that the compensation paid to certain of the Company’s officers pursuant to their employment and other agreements was excessive, and that the approval of this compensation by certain directors was improper.  The individual defendants filed a motion to dismiss the allegations of the consolidated complaint for failure to state a claim in October 2005, to which the Company filed a joinder.  The Company expects the pending motion to be heard and decided in December 2005 at the earliest.  This action is in a preliminary stage and the Company’s legal counsel is currently not able to determine the probability of the outcome of this action.


LAS VEGAS SANDS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 5 – COMMITMENTS AND CONTINGENCIES (Continued)

Other Litigation

The Company is involved in other litigation 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 position, results of operations or cash flows.

NOTE 6 – SEGMENT INFORMATION

The Company reviews the results of operations based on the following distinct segments, which are the Venetian Casino Resort on the Las Vegas Strip, the Sands Expo Center in Las Vegas, and the Sands Macao in Macao. The Company’s segments are based on geographic locations (Las Vegas and Macao) or on the type of business (casino resort or convention operations). The Company’s segment information is as follows for the three and nine months ended September 30, 2005 and 2004 (in thousands):

Three Months Ended
September 30,

Nine Months Ended
September 30,

2005
2004
2005
2004
Net Revenues                            
  Venetian Casino Resort     $ 182,594   $ 167,329   $ 572,859   $ 576,125  
  Sands Expo Center       10,493     10,657     42,714     47,617  
  Sands Macao Casino       244,535     165,650     624,664     225,737  








     Total net revenues     $ 437,622   $ 343,636     1,240,237   $ 849,479  









   
Adjusted EBITDA (1)                            
  Venetian Casino Resort     $ 61,270   $ 56,645   $ 211,627   $ 237,903  
  Sands Expo Center       2,226     (110 )   13,716     12,076  
  Sands Macao Casino       89,911     68,993     238,353     91,904  








     Total segment adjusted EBITDA       153,407     125,528     463,696     341,883  









   
Other Operating Costs and Expenses                            
  Corporate expense       (9,893 )   (118,153 )   (27,395 )   (123,857 )
  Depreciation and amortization       (27,722 )   (19,346 )   (68,784 )   (51,729 )
  Loss on disposal of assets       (522 )   (30,635 )   (1,527 )   (30,635 )
  Pre-opening expense       (860 )   (838 )   (1,364 )   (17,183 )
  Development expense       (5,926 )   (4,567 )   (16,663 )   (7,329 )
  Gain (loss) on sale of Grand Canal Shops           (400 )       417,822  








     Total operating income (loss)       108,484     (48,411 )   347,963     528,972  









   
Other Non-operating Costs and Expenses                            
  Interest expense, net of amounts capitalized       (30,597 )   (34,470 )   (75,649 )   (99,761 )
  Interest income       8,637     2,184     23,164     3,278  
  Other income (expenses)       145         (1,146 )   (9 )
  Loss on early retirement of debt           (5,182 )   (137,000 )   (6,553 )
  Benefit (provision) for income taxes       (6,573 )       16,305      








Net income (loss)     $ 80,096   $ (85,879 ) $ 173,637   $ 425,927  









(1) Adjusted EBITDA is net income (loss) before interest, income taxes, depreciation and amortization, pre-opening expense, development expense, other income or expense, gain (loss) on the sale of Grand Canal Shops, loss on disposal of assets, loss on early retirement of debt and corporate expense. Adjusted EBITDA is used by management as the primary measure of operating performance of its properties and to compare the operating performance of its properties with those of its competitors.


LAS VEGAS SANDS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 6 – SEGMENT INFORMATION (Continued)

Nine Months Ended September 30,
2005
2004
Capital Expenditures                
Venetian Casino Resort     $ 91,977   $ 74,968  
Expo Center       448     796  
Macao Projects       231,135     171,613  
Palazzo       258,595     79,611  




    Total capital expenditures     $ 582,155   $ 326,988  






September 30,
2005

December 31,
2004

Total Assets                
Las Vegas Sands Corp.     $ 363,729   $ 744,927  
Venetian Casino Resort       2,025,245     2,065,307  
Expo Center       75,830     76,278  
Macao Projects       709,573     455,249  
Palazzo       518,958     259,717  




    Total consolidated assets     $ 3,693,335   $ 3,601,478  





LAS VEGAS SANDS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 7 – CONDENSED CONSOLIDATING FINANCIAL INFORMATION

LVSC is the obligor of the Senior Notes. Las Vegas Sands Opco, Venetian, Mall Intermediate, Lido Intermediate, Venetian Venture, Venetian Transport, Venetian Marketing, Venetian Operating and Phase II Subsidiary (collectively, the “Guarantor Subsidiaries”) have jointly and severally guaranteed the Senior Notes on a full and unconditional basis.

Separate financial statements and other disclosures concerning each of Las Vegas Sands Opco, Venetian and the Guarantor Subsidiaries are not presented below because management believes that they are not material to investors. The following information represents the summarized financial information of Las Vegas Sands Corp., the Guarantor Subsidiaries of the Senior Notes, and the non-guarantor subsidiaries on a combined basis as of December 31, 2004 and September 30, 2005, and for the three and nine months ended September 30, 2005 and 2004.


LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Note 7 — Condensed Consolidating Financial Information (continued)


CONDENSED CONSOLIDATING BALANCE SHEETS
September 30, 2005


Las Vegas
Sands Corp.

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

Consolidating/
Eliminating
Entries

Total
 
Cash and cash equivalents     $ 300,881   $ 134,099   $ 154,923   $   $ 589,903  
Restricted cash and cash equivalents           1,208     19,021         20,229  
Intercompany receivable       5,033         3,891     (8,924 )    
Accounts receivable, net       116     50,599     2,916         53,631  
Notes receivable       70,952             (70,952 )    
Inventories           7,578     1,409         8,987  
Deferred income taxes       19,348     10,896     (855 )       29,389  
Prepaid expenses       829     5,219     7,953         14,001  










  Total current assets       397,159     209,599     189,258     (79,876 )   716,140  











   
Property and equipment, net       38,483     1,654,733     644,521         2,337,737  
Investment in subsidiaries       1,313,793     385,707         (1,699,500 )    
Deferred offering costs, net       1,358     27,718     3,931         33,007  
Restricted cash and cash equivalents           565,706             565,706  
Deferred income taxes       2,635     4,763     1,665         9,063  
Other assets, net       79     24,311     7,292         31,682  










      $ 1,753,507   $ 2,872,537   $ 846,667   $ (1,779,376 ) $ 3,693,335  











   
Accounts payable     $ 42   $ 16,399   $ 12,216   $   $ 28,657  
Construction payables           45,063     97,377         142,440  
Construction payables-contested           30,886             30,886  
Intercompany payables           3,491     5,433     (8,924 )    
Accrued interest payable       1,992     1,234     492         3,718  
Other accrued liabilities       5,968     100,807     105,601         212,376  
Notes payable               70,952     (70,952 )    
Current maturities of long-term debt           1,800     54,301         56,101  










  Total current liabilities       8,002     199,680     346,372     (79,876 )   474,178  

   
Other long-term liabilities       300     180,664     3,333         184,297  
Long-term debt       247,868     1,178,400     111,255         1,537,523  










        256,170     1,558,744     460,960     (79,876 )   2,195,998  










Stockholders' equity       1,497,337     1,313,793     385,707     (1,699,500 )   1,497,337  










      $ 1,753,507   $ 2,872,537   $ 846,667   $ (1,779,376 ) $ 3,693,335  










16


LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Note 7 — Condensed Consolidating Financial Information (continued)

CONDENSED CONSOLIDATING BALANCE SHEETS
December 31, 2004


Las Vegas
Sands Corp.

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

Consolidating/
Eliminating
Entries

Total
 
Cash and cash equivalents     $ 744,927   $ 388,338   $ 161,633   $   $ 1,294,898  
Restricted cash and cash equivalents           1,193     19,335         20,528  
Intercompany receivable           39,268     4,801     (44,069 )    
Accounts receivable, net           54,887     1,695         56,582  
Inventories           6,945     1,065         8,010  
Deferred income taxes           13,000     311         13,311  
Prepaid expenses           7,510     4,287         11,797  










  Total current assets       744,927     511,141     193,127     (44,069 )   1,405,126  











   
Property and equipment, net           1,361,749     394,341         1,756,090  
Investment in subsidiaries       576,293     425,784         (1,002,077 )    
Deferred offering costs, net           41,609     10,766         52,375  
Restricted cash and cash equivalents           356,946             356,946  
Redeemable Preferred Interest in Venetian               255,154     (255,154 )    
Deferred income taxes           (31 )   456         425  
Other assets, net           23,829     6,687         30,516  










      $ 1,321,220   $ 2,721,027   $ 860,531   $ (1,301,300 ) $ 3,601,478  











   
Accounts payable     $   $ 21,495   $ 11,888   $   $ 33,383  
Construction payables           37,431     49,945         87,376  
Construction payables-contested           7,232             7,232  
Intercompany payables       5,219         38,850     (44,069 )    
Accrued interest payable           8,087     1,100         9,187  
Other accrued liabilities           109,859     60,659         170,518  
Current maturities of long-term debt           292,940     11,924         304,864  










  Total current liabilities       5,219     477,044     174,366     (44,069 )   612,560  

   
Other long-term liabilities           184,836     3,017         187,853  
Redeemable Preferred Interest in Venetian                                  
  Casino Resort, LLC a wholly owned subsidiary           255,154         (255,154 )    
Long-term debt           1,227,700     257,364         1,485,064  











   
        5,219     2,144,734     434,747     (299,223 )   2,285,477  










Stockholders' equity       1,316,001     576,293     425,784     (1,002,077 )   1,316,001  










      $ 1,321,220   $ 2,721,027   $ 860,531   $ (1,301,300 ) $ 3,601,478  










17


LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Note 7 — Condensed Consolidating Financial Information (continued)


CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the three months ended September 30, 2005

Las Vegas
Sands Corp.

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

Consolidating/
Eliminating
Entries

Total
 
Revenues:                                  
  Casino     $   $ 94,320   $ 240,080   $   $ 334,400  
  Rooms           71,760     1,413         73,173  
  Food and beverage           21,353     7,792     (349 )   28,796  
  Retail and other       5,637     9,962     11,720     (4,913 )   22,406  










  Total revenues       5,637     197,395     261,005     (5,262 )   458,775  
Less promotional allowances       (55 )   (14,396 )   (6,702 )       (21,153 )










  Net revenues       5,582     182,999     254,303     (5,262 )   437,622  











   
Operating expenses:                                  
  Casino           41,952     135,948         177,900  
  Rooms           19,861     15         19,876  
  Food and beverage           13,188     3,678     (159 )   16,707  
  Retail and other           7,763     6,367     (350 )   13,780  
  Provision for doubtful accounts           2,529     334         2,863  
  General and administrative           37,443     16,601     (4,654 )   49,390  
  Corporate expense       10,013         (21 )   (99 )   9,893  
  Rental expense           3,309     390         3,699  
  Pre-opening expense               860         860  
  Development expense       173     (937 )   6,690         5,926  
  Depreciation and amortization       1,524     19,977     6,221         27,722  
  Loss on disposal of assets           161     361         522  










        11,710     145,246     177,444     (5,262 )   329,138  










Operating income (loss)       (6,128 )   37,753     76,859         108,484  











   
Other income (expense):                                  
    Interest income       3,188     5,216     2,772     (2,539 )   8,637  
    Interest expense, net of amounts capitalized       (1,726 )   (25,151 )   (6,259 )   2,539     (30,597 )
    Other income (expense)           218     (73 )       145  
    Gain from equity investment in subsidiaries       82,430     74,908         (157,338 )    











   
Income before income taxes       77,764     92,944     73,299     (157,338 )   86,669  

   
    Income tax benefit (provision)       2,332     (10,514 )   1,609         (6,573 )











   
Net income     $ 80,096   $ 82,430   $ 74,908   $ (157,338 ) $ 80,096  












18


LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Note 7 — Condensed Consolidating Financial Information (continued)


CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the three months ended September 30, 2004


Las Vegas
Sands Corp.

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

Consolidating/
Eliminating
Entries

Total
 
Revenues:                                  
  Casino     $   $ 77,679   $ 162,510   $   $ 240,189  
  Rooms           71,541     36         71,577  
  Food and beverage           21,192     5,979     (308 )   26,863  
  Retail and other           10,077     11,204     (416 )   20,865  










  Total revenues           180,489     179,729     (724 )   359,494  
Less promotional allowances           (12,436 )   (3,422 )       (15,858 )










  Net revenues           168,053     176,307     (724 )   343,636  










Operating expenses:                                  
  Casino           35,664     80,020     (16 )   115,668  
  Rooms           19,688     39         19,727  
  Food and beverage           12,545     3,595     (336 )   15,804  
  Retail and other           7,079     8,608     (305 )   15,382  
  Provision for doubtful accounts           2,869             2,869  
  General and administrative           30,668     14,372         45,040  
  Corporate expense           54,728     63,492     (67 )   118,153  
  Rental expense           2,828     790         3,618  
  Pre-opening expense           29     809         838  
  Development expense               4,567         4,567  
  Depreciation and amortization           13,736     5,610         19,346  
  Loss on disposal of assets           30,635             30,635  
  Gain on sale of Grand Canal Shops           400             400  










            210,869     181,902     (724 )   392,047  










Operating income           (42,816 )   (5,595 )       (48,411 )










Other income (expense):                                  
    Interest income           2,254     1,169     (1,239 )   2,184  
    Interest expense, net of amounts capitalized           (30,688 )   (5,021 )   1,239     (34,470 )
    Loss on early retirement of debt           (5,182 )           (5,182 )
    Preferred return on Redeemable Preferred                                  
       Interest in Venetian Casino Resort, LLC           (2,526 )   2,526          
    Gain from equity investment in subsidiaries       (85,879 )   (6,921 )       92,800      










Net income     $ (85,879 ) $ (85,879 ) $ (6,921 ) $ 92,800   $ (85,879 )












19


LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Note 7 — Condensed Consolidating Financial Information (continued)


CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the nine months ended September 30, 2005



Las Vegas
Sands Corp.

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

Consolidating/
Eliminating
Entries

Total
Revenues:                                  
  Casino     $   $ 262,787   $ 612,207   $   $ 874,994  
  Rooms           240,170     3,063         243,233  
  Food and beverage           86,128     22,882     (2,027 )   106,983  
  Retail and other       12,278     27,974     48,409     (13,447 )   75,214  










  Total revenues       12,278     617,059     686,561     (15,474 )   1,300,424  
Less promotional allowances       (566 )   (41,643 )   (17,978 )       (60,187 )










  Net revenues       11,712     575,416     668,583     (15,474 )   1,240,237  











   
Operating expenses:                                  
  Casino           121,572     334,827         456,399  
  Rooms           61,046     172         61,218  
  Food and beverage           44,993     10,813     (255 )   55,551  
  Retail and other           21,492     23,012     (2,625 )   41,879  
  Provision for doubtful accounts           6,574     457         7,031  
  General and administrative           108,766     47,106     (12,495 )   143,377  
  Corporate expense       27,424         70     (99 )   27,395  
  Rental expense           9,916     1,170         11,086  
  Pre-opening expense           504     860         1,364  
  Development expense       320     3,153     13,190         16,663  
  Depreciation and amortization       1,524     46,767     20,493         68,784  
  Loss on disposal of assets           1,159     368         1,527  










        29,268     425,942     452,538     (15,474 )   892,274  










Operating income (loss)       (17,556 )   149,474     216,045         347,963  










Other income (expense):                                  
    Interest income       8,777     13,689     6,822     (6,124 )   23,164  
    Interest expense, net of amounts capitalized       (8,011 )   (55,873 )   (17,889 )   6,124     (75,649 )
    Other expense           (1,002 )   (144 )       (1,146 )
    Loss on early retirement of debt           (132,834 )   (4,166 )       (137,000 )
    Gain from equity investment in subsidiaries       176,689     200,739         (377,428 )    










Income before income taxes       159,899     174,193     200,668     (377,428 )   157,332  

   
    Income tax benefit (provision)       13,738     2,496     71         16,305  










Net income     $ 173,637   $ 176,689   $ 200,739   $ (377,428 ) $ 173,637  












20


LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Note 7 — Condensed Consolidating Financial Information (continued)


CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the nine months ended September 30, 2004


Las Vegas
Sands Corp.

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

Consolidating/
Eliminating
Entries

Total
 
Revenues:                                  
  Casino     $   $ 248,633   $ 220,153   $   $ 468,786  
  Rooms           236,139     35         236,174  
  Food and beverage           86,416     8,284     (2,156 )   92,544  
  Retail and other           31,454     64,709     (1,809 )   94,354  










  Total revenues           602,642     293,181     (3,965 )   891,858  
Less promotional allowances           (38,957 )   (3,422 )       (42,379 )










  Net revenues           563,685     289,759     (3,965 )   849,479  











   
Operating expenses:                                  
  Casino           105,269     109,045     (110 )   214,204  
  Rooms           58,404     40         58,444  
  Food and beverage           43,347     6,090     (802 )   48,635  
  Retail and other           18,791     30,451     (2,585 )   46,657  
  Provision for doubtful accounts           9,561             9,561  
  General and administrative           92,432     29,356         121,788  
  Corporate expense           60,281     64,044     (468 )   123,857  
  Rental expense           6,533     1,774         8,307  
  Pre-opening expense           994     16,189         17,183  
  Development expense           (1 )   7,330         7,329  
  Depreciation and amortization           40,666     11,063         51,729  
  Loss on disposal of assets           30,635             30,635  
  Gain on sale of Grand Canal Shops           (417,822 )           (417,822 )










            49,090     275,382     (3,965 )   320,507  











   
Operating income           514,595     14,377         528,972  










Other income (expense):                                  
    Interest income           3,162     3,487     (3,371 )   3,278  
    Interest expense, net of amounts capitalized           (87,100 )   (16,032 )   3,371     (99,761 )
    Other expense               (9 )       (9 )
    Loss on early retirement of debt           (5,406 )   (1,147 )       (6,553 )
    Preferred return on Redeemable Preferred                                  
       Interest in Venetian Casino Resort, LLC           (16,826 )   16,826          
    Gain from equity investment in subsidiaries       425,927     17,502         (443,429 )    










Net income     $ 425,927   $ 425,927   $ 17,502   $ (443,429 ) $ 425,927  












21


LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Note 7 — Condensed Consolidating Financial Information (continued)


CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 2005


Las Vegas
Sands Corp.

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

Consolidating/
Eliminating
Entries

Total
 
Net cash provided by (used in) operating activities     $ (79,035 ) $ 168,693   $ 338,539   $   $ 428,197  










Cash flows from investing activities:                                  
  Change in restricted cash and cash equivalents           (208,775 )   314         (208,461 )
  Capital expenditures           (318,538 )   (263,617 )       (582,155 )
  Capital contributions to subsidiaries       (560,549 )   (52,369 )       612,918      
  Dividend from Yona Venetian, LLC           40,007         (40,007 )    










Net cash used in investing activities       (560,549 )   (539,675 )   (263,303 )   572,911     (790,616 )











   
Cash flows from financing activities:                                  
  Transaction cost, initial public offering       (487 )               (487 )
  Dividends paid to shareholders           (21,052 )           (21,052 )
  Capital contribution from Las Vegas Sands Corp.           558,570     1,979     (560,549 )    
  Capital contribution from Las Vegas Sands, LLC               5,450     (5,450 )    
  Capital contribution from Venetian Casino Resort LLC               46,919     (46,919 )    
  Dividend to Las Vegas Sands, Inc.       (40,007 )           40,007      
  Repayments on 11% mortgage notes           (843,640 )           (843,640 )
  Proceeds from 6.375% senior note, net of discount       247,722                 247,722  
  Proceeds from senior secured credit facility-term B           305,000             305,000  
  Proceeds from senior secured credit facility-term B delayed           200,000             200,000  
  Proceeds from phase II mall construction loan               19,500         19,500  
  Repayments on Venetian Macao senior secured notes-tranche A               (75,000 )       (75,000 )
  Repayments on Venetian Macao senior secured notes-tranche B               (45,000 )       (45,000 )
  Repayments on FF&E credit facility           (1,800 )           (1,800 )
  Repayments on Interface mortgage note payable               (3,232 )       (3,232 )
  Repurchase premiums incurred in connection with                                  
    refinancing transactions           (113,311 )           (113,311 )
  Payments of debt offering costs       (1,438 )   (9,783 )   (55 )       (11,276 )
  Net change in intercompany accounts       (10,252 )   42,759     (32,507 )        










Net cash provided by (used in) financing activities       195,538     116,743     (81,946 )   (572,911 )   (342,576 )










Decrease in cash and cash equivalents       (444,046 )   (254,239 )   (6,710 )       (704,995 )
Cash and cash equivalents at beginning of period       744,927     388,338     161,633         1,294,898  











   
Cash and cash equivalents at end of period     $ 300,881   $ 134,099   $ 154,923   $   $ 589,903  










22


LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Note 7 — Condensed Consolidating Financial Information (continued)


CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 2004


Las Vegas
Sands Corp.

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

Consolidating/
Eliminating
Entries

Total
 
Net cash provided by operating activities     $   $ 153,612   $ 145,554   $   $ 299,166  
Cash flows from investing activities:                                  
  Proceeds from sale of Grand Canal Shops,                                  
    net of transaction costs           649,568             649,568  
  Change in restricted cash and cash equivalents           (355,116 )   122,025         (233,091 )
  Notes receivable from stockholders           843     (638 )       205  
  Capital expenditures           (145,187 )   (181,801 )       (326,988 )
  Capital contributions to subsidiaries           (139,940 )       139,940      










Net cash provided by (used in) investing activities           10,168     (60,414 )   139,940     89,694  











   
Cash flows from financing activities:                                  
  Dividends paid to shareholders           (112,107 )   (12,920 )       (125,027 )
  Exercise of stock options           8,639             8,639  
  Contributions from shareholders               420         420  
  Capital contribution from Venetian Casino Resort LLC               139,940     (139,940 )    
  Repayments on 11% mortgage notes           (6,360 )           (6,360 )
  Repayments on secured mall facility               (120,000 )       (120,000 )
  Repayments on senior secured credit facility-term A           (48,333 )           (48,333 )
  Repayments on senior secured credit facility-term B           (246,250 )           (246,250 )
  Proceeds from senior secured credit facility-term B           665,000             665,000  
  Proceeds from Macao revolver               10,000         10,000  
  Repayments on Macao revolver               (10,000 )       (10,000 )
  Proceeds from Venetian Intermediate credit facility               10,000         10,000  
  Repayments on FF&E credit facility           (1,200 )           (1,200 )
  Repayments on Interface Nevada note payable               (127,512 )       (127,512 )
  Proceeds from Interface mortgage note payable               100,000         100,000  
  Repayments on Interface mortgage note payable               (296 )       (296 )
  Payments of debt offering costs           (21,505 )   (7,031 )       (28,536 )
  Net change in intercompany accounts           11,668     (11,668 )        










Net cash provided by (used in) financing activities           249,552     (29,067 )   (139,940 )   80,545  










Increase in cash and cash equivalents           413,332     56,073         469,405  
Cash and cash equivalents at beginning of period           102,638     50,155         152,793  











   
Cash and cash equivalents at end of period     $   $ 515,970   $ 106,228   $   $ 622,198  










23


LAS VEGAS SANDS CORP.

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 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.”

General

We own and operate the Venetian Casino Resort and the Sands Expo Center in Las Vegas, Nevada and the Sands Macao in Macao, China. We are also developing two other casino resorts: the Palazzo Casino Resort, which will be adjacent to and connected with the Venetian Casino Resort, and the Venetian Macao Resort in Macao, China as well as additional projects on the Cotai Strip™ in Macao.

We currently offer hotel, gaming, dining, entertainment, retail, and spa and other amenities at the Venetian Casino Resort, convention and trade show space at the Sands Expo Center in Las Vegas and gaming, dining and VIP suites at the Sands Macao. Approximately 42.7% of our gross revenue at the Venetian Casino Resort in the first nine months of 2005 was derived from gaming and 39.0% was derived from hotel rooms. The percentage of gaming revenue for the Venetian Casino Resort 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. Approximately 95.3% of the Sands Macao’s gross revenue in the first nine months of 2005 was derived from gaming activities with the remainder derived from food and beverage services.

Las Vegas Projects

Our Palazzo Casino Resort is currently under construction and is expected to open during mid-2007. The Palazzo Casino Resort project is expected to cost approximately $1.7 billion (exclusive of land), of which the Phase II Mall is expected to cost approximately $280.0 million. In addition, we expect tenants will make significant additional capital expenditures to build out stores and restaurants in the Palazzo Casino Resort. On August 20, 2004, we entered into the $1.0 billion Prior Senior Secured Credit Facility to, among other things, finance the Palazzo Casino Resort construction costs. On February 22, 2005, we entered into the Senior Secured Credit Facility, which amended the Prior Senior Secured Credit Facility and increased the size of the facility to $1.6 billion. In addition, on September 30, 2004, we entered into a $250.0 million Phase II Mall Construction Loan to fund a portion of the Phase II Mall construction costs. See “—Aggregate Indebtedness and Contractual Obligations.” We intend to use $361.8 million (plus the interest earnings) of the proceeds from the $970.0 million Term B Facility, $200.0 million from the Term B Delayed Draw Facility, $239.5 million of proceeds from the Phase II Mall Construction Loan, cash on hand, borrowings under our Revolving Facility and operating cash flow to fund the development and construction costs for the Palazzo Casino Resort (including the Phase II Mall) and to pay related fees and expenses.


LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Macao Projects

We are building the Venetian Macao Resort, an all-suites hotel, casino and convention center complex, with a Venetian-style theme similar to that of our Las Vegas property. Under our gaming subconcession in Macao, we are obligated to develop and open the Venetian Macao Resort by June 2006 and a convention center by December 2006. We are also obligated to invest at least 4.4 billion Patacas (approximately $527.6 million at exchange rates in effect on September 30, 2005) in various development projects in Macao by June 2009. We expect that the cost of the Sands Macao and the construction of the Venetian Macao Resort will satisfy these investment obligations, but we will need to extend the June 2006 construction deadline for the Venetian Macao Resort, which we currently expect to open in mid-2007. We have recently requested the extension from the Macao authorities. Unless we obtain an extension, we will lose our right to continue to operate the Sands Macao or any other facilities development under our Macao gaming concession and our investment to date in the Venetian Macao Resort could be lost. In addition, we broke ground in October 2005 on an expansion of the Sands Macao that will enhance the size and scope of the property and increase gaming capacity by more than 65.0%. Construction of the Venetian Macao Resort is progressing according to plan and we have decided to build out all 3,000 rooms in the initial phase, instead of the previously announced 1,500 rooms. We also plan to build a 400 room luxury hotel under the Four Seasons brand, which will also include approximately 600 serviced apartment units and over 100,000 square feet of retail space. We are also master planning two additional 3,000 room hotels, to be built in multiple phases, with serviced apartments and a combined 450,000 square feet of retail space across the Cotai Strip™ from the Venetian Macao Resort. We will own these properties and operate them under the Shangri-La and Traders brands as well as other internationally recognized third party hotel brands. We expect to make land premium payments relating to the Venetian Macao Resort and other Macao properties under development in amounts to be determined. We currently estimate that the cost for the Venetian Macao Resort will be approximately $2.0 billion (exclusive of land) and that we will need to arrange additional debt financing to finance these costs. We have not yet finalized our estimate of the cost of the other Cotai Strip™ developments; however we will need to arrange additional debt financing to finance those costs as well.

The Grand Canal Shop s

On April 12, 2004, we sold The Grand Canal Shops and leased certain restaurant and other retail assets of the Venetian Casino Resort for approximately $766.0 million. As required by generally accepted accounting principles, we deferred a portion of the gain from the sale of The Grand Canal Shops. First, we deferred $109.2 million of the gain from the transaction deemed prepaid operating lease payments, which related to 19 spaces currently occupied by various tenants and which we leased to the purchaser of The Grand Canal Shops for an annual rent of one dollar per year under an 89-year operating lease. The purchaser of The Grand Canal Shops assumed, and is entitled to rent payments under, the tenant leases for these 19 spaces. This deferred amount is amortized over the 89-year lease term on a straight-line basis. Second, we deferred $77.2 million, which constitutes the estimated net present value of payments we make to the purchaser of The Grand Canal Shops under three lease back arrangements. This deferred gain will be amortized to reduce lease expense on a straight-line basis over the life of the leases.

We are party to three Tenant Lease Termination and Asset Purchase Agreements. As of September 30, 2005, the total remaining payment obligations under these arrangements was $12.1 million.

In connection with sale of The Grand Canal Shops (the “Mall Sale”), we entered into an agreement with General Growth Properties (the “Mall Purchaser”) to construct and sell the Phase II Mall. The purchase price that the Mall Purchaser 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% up to $38.0 million of net operating income and 8.0% above $38.0 million.


LAS VEGA SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Other Development Projects

We have entered into agreements to develop and lease gaming and entertainment facilities with two prominent football clubs in the United Kingdom, subject to the award of a gaming license for the applicable facility and are in discussion with several others to build entertainment and gaming facilities in major cities.

We have made a proposal to develop a large integrated resort, including a casino, in Singapore to the Singapore government.

We have been selected by the Zhuhai Municipal People’s Government of the People’s Republic of China to work with it to master plan a leisure and convention destination resort on Hengqin Island, located approximately one mile from the Cotai Strip™.

Critical Accounting Policies and Estimates

The preparation of our 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. On an ongoing basis, management evaluates those estimates, including those related to asset impairment, accruals for slot marketing points, self-insurance, compensation and related benefits, revenue recognition, allowance for doubtful accounts, contingencies, and litigation. We state these accounting policies in the notes to the consolidated financial statements and in relevant sections in this discussion and analysis. These estimates are based on the 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 following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements:

We maintain an allowance, or reserve, for doubtful accounts at our operating casino resorts, the Venetian Casino Resort and the Sands Macao. The provision for doubtful accounts, an operating expense, increases the allowance for doubtful accounts, while specific write-offs decrease the allowance for doubtful accounts. We regularly evaluate the allowance for doubtful accounts. At the Venetian Casino Resort where credit or marker play is significant we apply standard reserve percentages to aged account balances under a specified dollar amount and specifically analyze the collectibility of each account with a balance over the specified dollar amount, based upon the age of the account, the customers financial condition, collection history and any other known information. We also monitor regional and global economic conditions and forecasts to determine if reserve levels are adequate. At the Sands Macao where credit or marker play is not significant, we apply a standard reserve percentage to aged account balances. The mix of credit play as a percentage of total casino play has decreased significantly during 2005 because the Sands Macao table games play is primarily cash play, while the Venetian Casino Resort credit table games play represents approximately 59% of total table games play. Our estimate of the provision for doubtful accounts was $2.9 million, $7.0 million, $2.9 million and $9.6 million for the three and nine months ended September 30, 2005 and the three and nine months ended September 30, 2004, respectively.


LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

We maintain accruals for health and workers compensation self-insurance, slot club point redemption and group sales commissions, which are classified in other accrued liabilities in the consolidated balance sheets. Management determines the adequacy of these accruals by periodically evaluating the historical experience and projected trends related to these accruals. If such information indicates that the accruals are overstated or understated, or if business conditions indicate we should adjust the assumptions utilized, we will reduce or provide for additional accruals as appropriate.

We are subject to various claims and legal actions, including lawsuits with our construction manager, Lehrer McGovern Bovis, Inc., for the original construction of the Venetian Casino Resort. Some of these matters relate to personal injuries to customers and damage to customers’ personal assets. Management has established a $30.9 million accrual for final resolution in connection with the construction litigation. Management estimates the accruals for other claims and legal actions based upon historical experience and includes such accruals in the other accrued liability category in our consolidated balance sheet.

At September 30, 2005, we had net property and equipment of $2.338 billion, representing 63.3% of our total assets. We depreciate property and equipment on a straight-line basis over their estimated useful lives. The estimated useful lives are based on the nature of the assets as well as current operating strategy and legal considerations such as contractual life. Future events, such as property expansions, property developments, new competition, or new regulations, could result in a change in the manner in which we use certain assets requiring a change in the estimated useful lives of such assets. In assessing the recoverability of the carrying value of property and equipment if events and circumstance warrant such an assessment, we must make assumptions regarding estimated future cash flows and other factors. If these estimates or the related assumptions change, we may be required to record an impairment loss for these assets. Such an impairment loss would be recognized as a non-cash component of operating income.

Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123R”), which supersedes Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”). This statement requires compensation costs related to share based payment transactions to be recognized in financial statements. The provisions of this statement are effective as of the first annual reporting period that begins after June 15, 2005. This statement requires public entities to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). This cost will be recognized over the period during which an employee is required to provide service in exchange for the award. This statement also addresses the accounting for the tax effects of share-based compensation awards. We currently expect to adopt this standard on January 1, 2006 and we expect to expense the cost of share-based compensation awards issued after January 1, 2006. Additionally, we expect to recognize compensation cost for the portion of awards outstanding on January 1, 2006 for which the requisite service has not been rendered as the requisite service is to be rendered on or after January 1, 2006. We are currently evaluating the provisions of SFAS 123R to determine its impact on our future consolidated financial statements.


LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Summary Financial Results

The following table summarizes our results of operations:

Three Months Ended September 30,
(dollars in thousands)
Nine Months Ended September 30,
(dollars in thousands)
2005
2004
Percent
Change

2005
2004
Percent
Change

Net revenues     $ 437,622   $ 343,636     27.4 % $ 1,240,237   $ 849,479     46.0 %
Operating income (loss)       108,484     (48,411 )   324.1 %   347,963     528,972     -34.2 %
General and administrative expenses       49,390     45,040     9.7 %   143,377     121,788     17.7 %
Corporate expense       9,893     118,153     -91.6 %   27,395     123,857     -77.9 %
Net income (loss)       80,096     (85,879 )   193.3 %   173,637     425,927     -59.2 %


Percent of Net Revenues
Three Months Ended September 30,
Nine Months Ended
September 30,

2005
2004
  2005
2004
Operating income (loss)       24.8 %   -14.1 %         28.1 %   62.3 %
General and administrative expenses       11.3 %   13.1 %         11.6 %   14.3 %
Corporate expense       2.3 %   34.4 %         2.2 %   14.6 %
Net income (loss)       18.3 %   -25.0 %         14.0 %   50.1 %

Operating Results

Key operating revenue measurements

The Venetian Casino Resort’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 expected to be material for the Sands Macao. Sands Macao visitors arrive by ferry, automobile, airplane or helicopter from Hong Kong, cities in China, and other Southeast Asian cities in close proximity to Macao.

The following are the key measurements we use to evaluate operating revenue. Hotel revenue measurements include 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. 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.


LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

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 drops of 20.0% to 21.0% 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: 1) Rolling Chip play (all VIP play) and 2) 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 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, Rolling Chip volume is substantially higher than drop. Slot handle at the Sands Macao is the gross amount wagered or coin 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 2.5% to 2.8% and our Non-Rolling Chip play table games are expected to produce a statistical average table win percentage as measured as a percentage of table game drop of 16.5% to 17.5%. Like in 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 Casino Resort and the Sands Macao is conducted on a cash basis, the Venetian Casino Resort’s table games revenue is approximately 59.0% from credit based guests wagering and the Sands Macao table game play is conducted primarily on a cash basis.


LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Three Months Ended September 30, 2005 compared to the Three Months Ended September 30, 2004

Operating Revenues

Our net revenues consisted of the following:

Three Months Ended September 30,
(in thousands, except for percentages)
 
2005
2004
Percent
Change

Net Revenues                      
Casino     $ 334,400   $ 240,189     39.2 %
Rooms       73,173     71,577     2.2 %
Food and beverage       28,796     26,863     7.2 %
Retail and other       22,406     20,865     7.4 %






        458,775     359,494     27.6 %
Less - promotional allowances       (21,153 )   (15,858 )   -33.4 %






Total net revenues     $ 437,622   $ 343,636     27.4 %






Consolidated net revenues were $437.6 million for the three months ended September 30, 2005, an increase of $94.0 million compared to $343.6 million for the three months ended September 30, 2004. The increase in net revenues was due to an increase of casino revenue of $94.2 million.

Casino revenues were $334.4 million for the three months ended September 30, 2005, an increase of $94.2 million compared to $240.2 million for the three months ended September 30, 2004. The table games win percentage of 23.9% at the Venetian Casino Resort was above the statistically expected range during the three months ended September 30, 2005, as compared to the average since the opening of the Venetian Casino Resort during 1999. 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. The increase in casino revenue was primarily the result of increased volumes at both Venetian Casino Resort and the Sands Macao and higher than expected win percentage at the Venetian Casino Resort.

The Venetian Casino Resort maintained an average daily room rate of $203 for the three months ended September 30, 2005 as compared to $201 for the three months ended September 30, 2004. The Venetian Casino Resort generated revenue per available room of $195 for the three months ended September 30, 2005 and 2004. Because not all available rooms are occupied, average daily room rates are higher than revenue per available room.


LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Room revenues for the three months ended September 30, 2005 were $73.2 million, representing an increase of $1.6 million as compared to $71.6 million for the three months ended September 30, 2004. Food and beverage revenues were $28.8 million for the three months ended September 30, 2005, representing an increase of $1.9 million compared to $26.9 million for the three months ended September 30, 2004. The increases were primarily attributable to an increase in business volumes at the Sands Macao.

Retail and other revenues were $22.4 million for the three months ended September 30, 2005, representing an increase of $1.5 million compared to $20.9 million for the three months ended September 30, 2004. The increase was due to an increase in retail and other revenue at the Sands Macao.

Operating Expenses

The breakdown of operating expenses is as follows:

Three Months Ended September 30,
(in thousands, except for percentages)
2005
2004
Percent
Change

Operating Expenses                      
Casino     $ 177,900   $ 115,668     53.8 %
Rooms       19,876     19,727     0.8 %
Food and beverage       16,707     15,804     5.7 %
Retail and other       13,780     15,382     -10.4 %
Provision for doubtful accounts       2,863     2,869     -0.2 %
General and administrative       49,390     45,040     9.7 %
Corporate       9,893     118,153     -91.6 %
Rental expense       3,699     3,618     2.2 %
Pre-opening expense       860     838     2.6 %
Development expense       5,926     4,567     29.8 %
Loss on disposal of assets       522     30,635     -98.3 %
Depreciation and amortization       27,722     19,346     43.3 %
Loss on sale of Grand Canal Shops           400      






Total operating expenses     $ 329,138   $ 392,047     -16.0 %






Operating expenses were $329.1 million for the three months ended September 30, 2005, compared to $392.0 million for the three months ended September 30, 2004. The decrease in operating expenses was primarily attributable to the decrease in corporate expense of $108.3 million, related to incentive payments paid to certain of our executives in July 2004 from the Phase II Mall Subsidiary and stock-based compensation expense resulting from stock options granted during July 2004. This decrease was partially offset by an increase in operating expenses related to the higher operating revenues and business volumes associated with the opening and operations of the Sands Macao in May 2004.


LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Casino department expenses increased $62.2 million primarily as a result of increased volume of casino activity at the Sands Macao and increased volume at the Venetian Casino Resort. Of the $62.2 million increase in casino expenses, $40.2 million was due to the 39.0% gross win tax on casino revenues in Macao. We expect that future casino expenses will continue to be higher than before the opening of the Sands Macao particularly because of the higher gross win tax. Despite the higher gross win tax; casino operating margins at the Sands Macao are similar to those at the Venetian Casino Resort primarily because of lower labor, marketing and sales expenses in Macao.

The provision for doubtful accounts was $2.9 million for the three months ended September 30, 2005, compared to $2.9 million for the three months ended September 30, 2004. 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.

Pre-opening and development expenses were $0.9 million and $5.9 million, respectively, for the three months ended September 30, 2005, compared to $0.8 million and $4.6 million, respectively, for the three months ended September 30, 2004. The increase in development expenses was primarily due to our activities in Macao, the United Kingdom, Singapore and Pennsylvania.

Corporate expense for the three months ended September 30, 2005 was $9.9 million as compared to $118.2 million for the quarter ended September 30, 2004. The decrease was the result of incentive payments paid to certain of our executives in July 2004 from the Phase II Mall Subsidiary and stock-based compensation expense resulting from stock options granted during July 2004, neither of which recurred during the three months ended September 30, 2005.

Depreciation and amortization expense for the three months ended September 30, 2005 was $27.7 million as compared to $19.3 million for the three months ended September 30, 2004. The increase was primarily due to the recording of $5.3 million of cumulative depreciation expense related to litigation settlements and a litigation reserve recorded during the three months ended September 30, 2005.

Interest Expense

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

Three Months Ended September 30,
(in thousands, except percentages)
 
2005
2004
Interest cost   $      37,004   $      34,825  
Less: Capitalized interest   (6,407 ) (355 )



 
     Interest expense, net   $      30,597   $      34,470  


Cash paid for interest, net of amounts capitalized   $      29,141   $        8,229  
Average total debt balance   $ 1,417,226   $ 1,597,085  
Weighted average interest rate   4.7% 6.9%

LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Interest expense, net of amounts capitalized, was $30.6 million for the three months ended September 30, 2005, compared to $34.5 million for the three months ended September 30, 2004. Of the net interest expense incurred for the three months ended September 30, 2005, $15.8 million was related to the Venetian Casino Resort, $12.7 million was related to litigation settlements and a litigation reserve and $2.1 million was related to the Sands Expo Center. The decrease in interest expense was attributable to the redemption of the 11% Mortgage Notes during the first quarter of 2005 and the redemption of the Venetian Macao Senior Secured Notes during the second quarter of 2005. These were partially offset by increases in net interest expense related to the entry into the Senior Secured Credit Facility and the issuance of the 6.375% Senior Notes. The decrease in net interest expense was also due to the capitalization of $6.4 million of interest during the third quarter of 2005 compared to $0.4 million of capitalized interest in the third quarter of 2004. The decrease in interest expense was partially offset by interest related to litigation settlements and a litigation reserve.

Interest income for the three months ended September 30, 2005 was $8.6 million compared to $2.2 million for the three months ended September 30, 2004. The increase was due to the increase in invested cash balances. The loss on disposal of assets for the three months ended September 30, 2005 was $0.5 million as compared to $30.6 million for the three months ended September 30, 2004. The loss on disposal of assets of $30.6 million in 2004 resulted from the demolition of space to accommodate the construction of a show room and the renovation of 48 suites at the Venetian Casino Resort.

Nine Months Ended September 30, 2005 compared to the Nine Months Ended September 30, 2004

Operating Revenues

Our net revenues consisted of the following:

Nine Months Ended September 30,
(in thousands, except for percentages)
 
2005
2004
Percent
Change

Net Revenues              
Casino   $    874,994   $    468,786   86.7 %
Rooms   243,233   236,174   3.0 %
Food and beverage   106,983   92,544   15.6 %
Retail and other (1)   75,214   94,354   -20.3 %



    1,300,424   891,858   45.8 %
Less - promotional allowances   (60,187 ) (42,379 ) -42.0 %



Total net revenues   $   1,240,237   $    849,479   46.0 %




(1) The Grand Canal Shops mall was sold on May 17, 2004 and certain other retail and restaurant venues were leased to the Mall Purchaser in the Mall Sale.


LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Consolidated net revenues were $1.240 billion for the nine months ended September 30, 2005, an increase of $390.5 million compared to $849.5 million for the nine months ended September 30, 2004. The increase in net revenues was due to an increase of casino revenue of $406.2 million, primarily due to the opening of the Sands Macao.

The increase in net revenues was partially offset by a decrease in retail and other revenue of $19.1 million primarily as a result of the sale of The Grand Canal Shops and the lease of certain other retail and restaurant venues on May 17, 2004.

Casino revenues were $875.0 million for the nine months ended September 30, 2005, an increase of $406.2 million compared to $468.8 million for the nine months ended September 30, 2004. The increase was attributable to the opening of the Sands Macao on May 18, 2004. The table games win of 22.3% was above the statistically expected range during the nine months ended September 30, 2005, as compared to the average since the opening of the Venetian Casino Resort during 1999. 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.

The Venetian Casino Resort maintained an average daily room rate of $225 for the nine months ended September 30, 2005 as compared to $219 for the nine months ended September 30, 2004. The Venetian Casino Resort generated revenue per available room of $220 for the nine months ended September 30, 2005 as compared to $215 for the nine months ended September 30, 2004.

Room revenues for the nine months ended September 30, 2005 were $243.2 million, representing an increase of $7.0 million as compared to $236.2 million for the nine months ended September 30, 2004. The increase was attributable to the increased average daily room rate at the Venetian Casino Resort, partially offset by a decline in occupancy. Food and beverage revenues were $107.0 million for the nine months ended September 30, 2005, representing an increase of $14.5 million compared to $92.5 million for the nine months ended September 30, 2004. The increase was primarily attributable to increased business volumes at the Sands Macao.

Retail and other revenues were $75.2 million for the nine months ended September 30, 2005, a decrease of $19.2 million compared to $94.4 million for the nine months ended September 30, 2004. The decrease was primarily due to the sale of The Grand Canal Shops and the lease of retail outlets in the Venetian Casino Resort.


LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Operating Expenses

The breakdown of operating expenses is as follows:

Nine Months Ended September 30,
(in thousands, except for percentages)
 
2005
2004
Percent
Change

Operating Expenses                      
Casino     $ 456,399   $ 214,204     113.1 %
Rooms       61,218     58,444     4.7 %
Food and beverage       55,551     48,635     14.2 %
Retail and other (1)       41,879     46,657     -10.2 %
Provision for doubtful accounts       7,031     9,561     -26.5 %
General and administrative       143,377     121,788     17.7 %
Corporate       27,395     123,857     -77.9 %
Rental expense       11,086     8,307     33.5 %
Pre-opening expense       1,364     17,183     -92.1 %
Development expense       16,663     7,329     127.4 %
Loss on disposal of assets       1,527     30,635     -95.0 %
Depreciation and amortization       68,784     51,729     33.0 %
Gain on sale of Grand Canal Shops           (417,822 )    






Total operating expenses     $ 892,274   $ 320,507     178.4 %







(1) The Grand Canal Shops mall was sold on May 17, 2004 and certain other retail and restaurant venues were leased to the Mall Purchaser in the Mall Sale.

Operating expenses were $892.3 million for the nine months ended September 30, 2005, compared to $320.5 million for the nine months ended September 30, 2004. Excluding the gain on the sale of The Grand Canal Shops, total operating expenses for the nine months ended September 30, 2004 were $738.3 million. The increase in operating expenses was primarily attributable to the higher operating revenues and business volumes associated with the opening and operations of the Sands Macao. This increase was partially offset by the decrease in corporate expense of $96.5 million, related to incentive payments paid to certain of our executives in July 2004 from the Phase II Mall Subsidiary and stock-based compensation expense resulting from stock options granted during July 2004.

Casino department expenses increased $242.2 million primarily as a result of the additional casino expenses related to the opening of the Sands Macao in May 2004 and a full nine months of expenses from that property during the 2005 period and increased slot machine and table games volume at the Venetian Casino Resort. Of the $242.2 million increase in casino expenses, $177.1 million was due to the 39.0% gross win tax on casino revenues in Macao. We expect that future casino expenses will continue to be higher than before the opening of the Sands Macao particularly because of the higher gross win tax. Despite the higher gross win tax; casino operating margins at the Sands Macao are similar to those at the Venetian Casino Resort primarily because of lower labor, marketing and sales expenses in Macao. Food and beverage expense increased $6.9 million and general and administrative costs increased $21.6 million primarily as the result of the opening of the Sands Macao.


LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

The provision for doubtful accounts was $7.0 million for the nine months ended September 30, 2005, compared to $9.6 million for the nine months ended September 30, 2004. 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.

Pre-opening and development expenses were $1.4 million and $16.7 million, respectively, for the nine months ended September 30, 2005, compared to $17.2 million and $7.3 million, respectively, for the nine months ended September 30, 2004. The decrease in pre-opening expenses was primarily a result of $15.4 million of pre-opening expenses in Macao during the first two quarters of 2004. The increase in development expenses was related to our activities in Macao, the United Kingdom Singapore and Pennsylvania.

Corporate expense for the nine months ended September 30, 2005 was $27.4 million as compared to $123.9 million for the nine months ended September 30, 2004. The decrease was primarily the result of $111.4 million of expenses related to incentive payments paid to certain of our executives in July 2004 from the Phase II Mall Subsidiary and stock-based compensation expense resulting from stock options granted during July 2004, partially offset by a $5.0 million charitable contribution to the Solomon R. Guggenheim Museum during the first quarter of 2005 and the addition of corporate staff in the 2005 period, including the reassignment of some employees from Venetian to the Company.

Depreciation and amortization expense for the nine months ended September 30, 2005 was $68.8 million as compared to $51.7 million for the nine months ended September 30, 2004. The increase was primarily the result of placing into service the Sands Macao during the second quarter of 2004 and a full nine months of depreciation expense from that property during the 2005 period. In addition, there was $5.3 million of cumulative depreciation expense related to litigation settlements and a litigation reserve recorded during the three months ended September 30, 2005.

Interest Expense

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

Nine Months Ended September 30,
(in thousands, except percentages)
 
2005
2004
Interest cost     $ 91,193   $ 102,499  
Less: Capitalized interest       (15,544 )   (2,738 )



 
     Interest expense, net     $ 75,649   $ 99,761  


Cash paid for interest, net of amounts capitalized     $ 80,635   $ 71,445  
Average total debt balance     $ 1,514,497   $ 1,762,237  
Weighted average interest rate       5.1%   7.5%

LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Interest expense, net of amounts capitalized, was $75.6 million for the nine months ended September 30, 2005, compared to $99.8 million for the nine months ended September 30, 2004. Of the net interest expense incurred for the nine months ended September 30, 2005, $54.1 million was related to the Venetian Casino Resort, $3.0 million was related to the Sands Macao, $12.7 million was related to litigation settlements and a litigation reserve and $5.8 million was related to the Sands Expo Center. The decrease in interest expense was attributable to the redemption of the 11% Mortgage Notes and the redemption of the Venetian Macao Senior Secured Notes during the quarter ended June 30, 2005. These were partially offset by increases related to the entry into the Senior Secured Credit Facility and the issuance of the 6.375% Senior Notes. The decrease was also due to the capitalization of $15.5 million of interest during the nine months ended September 30, 2005, compared to $2.7 million of capitalized interest during the nine months ended September 30, 2004. The decrease in interest expense was partially offset by interest related to litigation settlements and a litigation reserve.

Interest income for the nine months ended September 30, 2005 was $23.2 million compared to $3.3 million for the nine months ended September 30, 2004. The increase was due to the increase in invested cash balances. The loss on disposal of assets for the nine months ended September 30, 2005 was $1.5 million as compared to $30.6 million for the nine months ended September 30, 2004. The loss on disposal of assets of $30.6 million in 2004 resulted from the demolition of space to accommodate the construction of a show room and the renovation of 48 suites at the Venetian Casino Resort.

Other Factor Affecting Earnings

Loss on early retirement of debt of $137.0 million during the nine months ended September 30, 2005 was the result of the redemption of the 11% Mortgage Notes and the Venetian Macao Senior Secured Notes.

The effective tax rates for both periods are lower than the federal statutory rate due primarily to a zero effective tax rate on our Macao net income.


LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Liquidity and Capital Resources

Cash Flows – Summary

Our cash flows consisted of the following:

Nine Months Ended September 30,
(in thousands)
 
2005
2004
Net cash provided by operations     $ 428,197   $ 299,166  





   
Investing cash flows:                
   Proceeds from sale of Grand Canal Shops, net of transaction costs           649,568  
   Capital expenditures       (582,155 )   (326,988 )
   Change in restricted cash and cash equivalents       (208,461 )   (233,091 )
   Decrease in receivable from stockholders           205  




Net cash provided by (used in) investing activities       (790,616 )   89,694  





   
Financing cash flows:    
   Dividends paid to stockholders       (21,052 )   (125,027 )
   Repayments of long-term debt       (968,672 )   (559,951 )
   Issuance of long-term debt       772,222     785,000  
   Other       (125,074 )   (19,477 )




Net cash provided by (used in) financing activities       (342,576 )   80,545  




Net increase (decrease) in cash and cash equivalents     $ (704,995 ) $ 469,405  




Cash Flows –Operating Activities

At the Venetian Casino Resort, slot machine and retail hotel rooms businesses are generally conducted on a cash basis, table games and group hotel businesses are conducted both on a cash and credit basis and banquet business is conducted primarily on a credit basis, which results 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. As of September 30, 2005 and December 31, 2004, we held unrestricted cash and cash equivalents of $589.9 million and $1.3 billion, respectively. Net cash provided by operating activities for the first nine months of 2005 was $428.2 million, compared to $299.2 million for the first nine months of 2004. Factors contributing to the increase in cash flow provided by operating activities primarily consisted of the increase in gaming revenues due to the opening of Sands Macao.


LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Capital Expenditures

Capital expenditures during the first nine months of 2005 were $582.2 million, of which $231.1 million was attributable to the Macao projects, primarily the Venetian Macao Resort, and $258.6 million was attributable to the Palazzo Casino Resort, with the balance incurred for capital expenditures at the Venetian Casino Resort and the Sands Expo Center. We have commenced construction work for the Palazzo Casino Resort. We currently estimate that construction will be completed in mid-2007 and that the cost to develop and construct the Palazzo Casino Resort will be approximately $1.7 billion (exclusive of land), of which the Phase II Mall is expected to cost approximately $280.0 million. On February 22, 2005, we entered into the $1.620 billion Senior Secured Credit Facility and on September 30, 2004, we entered into a $250.0 million construction loan to, among other things, finance the construction costs of the Palazzo Casino Resort and the Phase II Mall. As of September 30, 2005, we had incurred approximately $431.3 million in design, development and construction costs for the Palazzo Casino Resort. We currently estimate that the cost for the Venetian Macao Resort will be approximately $2.0 billion (exclusive of land) and we have incurred approximately $290.0 million on this project and that we will need to arrange additional debt financing to finance these costs. We have not yet finalized our estimate of the cost of the other Cotai Strip™ developments; however we will need to arrange additional debt financing to finance those costs as well. We will need an extension from the Macao government of the June 2006 construction deadline for the Venetian Macao Resort, which we currently expect to open in mid-2007. We have recently requested the extension from the Macao authorities. Unless we obtain an extension, we will lose our right to continue to operate the Sands Macao or any other facilities development under our Macao gaming concession and our investment to date in the Venetian Macao Resort could be lost.

We held restricted cash balances of $585.9 million as of September 30, 2005. Of this amount, $565.7 million was held in restricted accounts and invested in cash or permitted investments by a disbursement agent for the lenders of the Senior Secured Credit Facility until required for the Palazzo Casino Resort project costs under the disbursement terms of the Senior Secured Credit Facility. In addition, $19.0 million was held by an agent for the Interface Mortgage Loan for various reserves.


LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Aggregate Indebtedness and Contractual Obligations

Our total long-term indebtedness and other known contractual obligations are summarized below as of September 30, 2005:

Payments due by Period Ending September 30,
( in thousands)
 
Less than
1 year

1-3 years
3-5 years
More than
5 years

Total
Long-Term Debt Obligations                                  
Senior Secured Credit Facility – Term B (1)     $   $ 9,700   $ 19,400   $ 940,900   $ 970,000  
Senior Secured Credit Facility – Term B Delayed (1)           2,000     4,000     194,000     200,000  
FF&E Credit Facility (2)       1,800     8,400             10,200  
Phase II Mall Construction Loan (3)           19,500             19,500  
Venetian Intermediate Credit Facility (4)       50,000                 50,000  
Interface mortgage loan (5)       4,301     9,140     82,615         96,056  
6.375% Senior Notes (6)                   250,000     250,000  
Fixed interest payments       15,938     31,876     31,876     69,776     149,466  
Variable interest payments (7)       70,354     136,438     125,555     43,649     375,996  

   
Contractual Obligations                                  
HVAC Provider fixed payments (8)       6,828     13,656     5,121         25,605  
Former Tenants (9)       650     1,300     1,300     8,802     12,052  
Employment Agreements (10)       4,465     8,805     4,582         17,852  
Macao subsidiary land lease (11)       2,980     7,529     323     2,749     13,581  
Mall Leases (12)       7,660     15,320     15,320     148,815     187,115  
Macao Fixed Gaming Tax (13)       9,100     18,200     18,200     97,825     143,325  
Macao Subsidiary Operating Leases       1,050     1,630             2,680  










  Total     $ 175,126   $ 283,494   $ 308,292   $ 1,756,516   $ 2,523,428  











  (1) The Senior Secured Credit Facility consists of a $970.0 million single draw term B loan facility, a $200.0 million delayed draw facility that was fully drawn on August 19, 2005 and a $450.0 million revolving credit facility. At September 30, 2005, the amounts borrowed under this facility were $1,170.0 billion under the Term B Facility. The Term B Facility will mature on June 15, 2011 and is subject to quarterly amortization payments commencing in the first quarter after substantial completion of the Palazzo Casino Resort. In addition, $50.0 million of letters of credit were outstanding as of September 30, 2005, which reduces the amount available for borrowing under the Revolving Facility by $50.0 million.
  (2) The FF&E credit facility will mature on July 1, 2008 and is subject to quarterly amortization payments.
  (3) The Phase II Mall Construction Loan commitment is $250.0 million and is due March 30, 2008.
  (4) The Venetian Intermediate Credit Facility will mature on March 27, 2006, with no amortization.
  (5) Principal payments will increase should Interface Group-Nevada achieve certain cash flow levels as defined in the loan agreement. The Interface mortgage loan will mature on February 10, 2009 if renewal options are exercised with monthly amortization payments.
  (6) The 6.375% Senior Notes are due on February 15, 2015.
  (7) Based on September 30, 2005 LIBOR rates of 3.86% plus the applicable interest rate spread in accordance with the respective debt agreements.
  (8) We are party to a services agreement with a third party for HVAC services for the Venetian Casino Resort. The total remaining payment obligation under this arrangement was $25.6 million as of September 30, 2005, payable in equal monthly installments through July 1, 2009. We have the right to terminate the agreement based upon the failure of the HVAC provider under this agreement to provide HVAC services. Upon the sale of The Grand Canal Shops mall on May 17, 2004, the Mall Purchaser assumed the responsibility for $1.6 million of annual payments to this HVAC provider.


LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

  (9) We are party to tenant lease termination and asset purchase agreements. The total remaining payment obligations under these arrangements was $12.1 million as of September 30, 2005. Under the agreement for The Grand Canal Shops mall sale, the Company is obligated to fulfill the lease termination and asset purchase agreements.
  (10) We are party to employment agreements with six of our senior executives, with terms of three to five years.
  (11) Venetian Macao is party to a long-term land lease of 25 years relating to the Sands Macao. The total remaining payment obligation under this lease is $13.6 million as of September 30, 2005.
  (12) We are party to certain leaseback agreements for the showroom, gondola and certain office space related to  The Grand Canal Shops mall sale. The total remaining payments due as of September 30, 2005 is $187.1 million.
  (13) In addition to the 39.0% gross gaming win tax in Macao (which is not included in this table as the amount we pay is variable in nature), we are required to pay an annual fixed gaming tax of $9.1 million per year to the government of Macao through the termination of the gaming concession.

In addition, under the terms of our subconcession agreement, we are obligated to make investments of at least 4.4 billion Patacas (approximately $527.6 million at exchange rates in effect on September 30, 2005) in various development projects in Macao by June 2006. As of September 30, 2005, we had made investments of approximately 4.037 billion Patacas (approximately $484.1 million at exchange rates in effect on September 30, 2005). We expect to make land premium payments relating to the Venetian Macao Resort and other Macao properties under development in amounts to be determined.

Pursuant to a contribution agreement with Bethworks Now, LLC for a Bethlehem, Pennsylvania development, the Company (a) has expended approximately $5.6 million, a portion of which was paid to Bethworks to reimburse Bethworks for property-related expenses, (b) is required to fund all operating expenses of the property, which are expected to be approximately $1.0 million per year and (c) is required to make an additional $2.0 million payment to Bethworks when and if a gaming license for the Bethlehem property is obtained.

Off-Balance Sheet Arrangements

During 1997, we entered into operating lease arrangements with the HVAC provider. Under the terms of these energy service agreements, we will purchase HVAC energy and services over initial terms expiring in 2009 with an option to collectively extend the terms of these agreements for two consecutive five-year periods. We have fixed payments obligations due during the next twelve months of $6.8 million under the energy services agreements with the HVAC provider. The total remaining payment obligations under these arrangements were $25.6 million as of September 30, 2005, payable in equal monthly installments through July 1, 2009. We have the right to terminate the agreement based upon the failure of the HVAC provider to provide HVAC services.


LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Capital and Liquidity

We expect to fund our operations, capital expenditures (other than the Sands Macao expansion construction, the Palazzo Casino Resort, the Venetian Macao Resort other Cotai Strip™ developments and related Cotai Strip™ infrastructure development and construction costs) and debt service requirements from existing cash balances, operating cash flow, borrowings under the Company’s Revolving Facility and additional borrowings expected to be incurred by our Macao subsidiaries. We have a $450.0 million Revolving Facility for working capital needs, of which $400.0 million was available, as of September 30, 2005.

On December 20, 2004, we issued 27,380,953 shares of our common stock in our initial public offering at an offering price of $29.00 per share, resulting in proceeds of approximately $738.7 million to us after deducting underwriting discounts and commissions and related offering expenses payable by us. We used a portion of these net proceeds as further described below to pay the redemption price of the $291.1 million in aggregate principal amount of the 11% Mortgage Notes (plus premiums and accrued interested of $36.2 million), which we redeemed on February 1, 2005, and $70.0 million to redeem the Venetian Macao Senior Notes on May 23, 2005. We intend to use the remaining net proceeds from our initial public offering for working capital purposes and other general corporate purposes, which may include for the construction of the Palazzo Casino Resort and our Macao projects.

On February 10, 2005, the Company issued $250.0 million of 6.375% senior notes due 2015 in a private placement. On February 22, 2005, we entered into the Senior Secured Credit Facility. The Senior Secured Credit Facility amended the Prior Senior Secured Credit Facility to increase borrowings by $400.0 million of additional term loans, expand its revolving credit facility from $125.0 million to $450.0 million, lower its interest costs, and revise some of its covenants to provide greater operational flexibility. The Senior Secured Credit Facility provides for aggregate borrowings of up to $1.620 billion, consisting of a $1.170 billion term loan facility and a $450.0 million revolving credit facility. On February 1, 2005, Las Vegas Sands Opco and Venetian redeemed $291.1 million in aggregate principal amount of their 11% Mortgage Notes at a redemption price of 111% of the principal amount of the notes plus accrued and unpaid interest. We used a portion of the proceeds from our initial public offering to pay the redemption price of these notes. On February 22, 2005, we repurchased an additional $542.3 million of the outstanding 11% Mortgage Notes in a tender offer, and on March 24, 2005, we redeemed the remaining $10.2 million. We used the $244.8 million net proceeds from the 6.375% senior notes offering, $106.6 million of cash on hand and $311.7 million of term loan borrowings under the Senior Secured Credit Facility to retire the outstanding $552.5 million in aggregate principal amount of 11% Mortgage Notes and to pay all fees and expenses associated with these transactions.

We currently estimate that the cost for the Venetian Macao Resort will be approximately $2.0 billion (exclusive of land) and that we will need to arrange additional debt financing to finance these costs. We have not yet finalized our estimate of the cost of the other Cotai Strip™ developments; however we will need to arrange additional debt financing to finance those costs as well.


LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Litigation Contingencies and Available Resources

We are subject to various claims and legal actions, including lawsuits with our construction manager, Lehrer McGovern Bovis, Inc., for the original construction of the Venetian Casino Resort. Some of these matters relate to personal injuries to customers and damage to customers’ personal assets. Management has established a $30.9 million accrual for final resolution in connection with the construction litigation. We are also involved in other litigation including, without limitation, with Richard Suen and Round Square Company Limited. If we are required to pay any of the construction manager’s verdict or contested construction costs that are not covered by our Insurance Policy, including the sub-contractor awards, under the Bovis matter, or pay any amounts under any of our other litigation, we may use cash from the following sources to fund such costs:

borrowings under the Revolving Facility of the Senior Secured Credit Facility;

cash on hand;

additional debt or equity financing; and

operating cash flow.

See “Note 5 – Commitment and Contingencies – Construction Litigation” to our Consolidated Financial Statements.

Dividends

Our subsidiary Las Vegas Sands Opco declared and accrued dividends of $21.1 million in 2004 that were paid during January 2005. These dividends represented tax distributions to shareholders during 2004. The tax distributions were permitted under existing debt instruments while Las Vegas Sands Opco was a subchapter S corporation. As a result of the conversion to a taxable “C” corporation for income tax purposes, Las Vegas Sands Opco no longer makes such tax distributions.

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 Las Vegas Sands Opco contain significant restrictions on the payment of dividends and distributions to us by Las Vegas Sands Opco. In particular, the Senior Secured Credit Facility prohibits Las Vegas Sands Opco from paying dividends or making distributions to us, or investing in us, with limited exceptions. Las Vegas Sands Opco may distribute to us up to $25.0 million or $50.0 million in dividend payments in a twelve-month period after the substantial completion of the Palazzo Casino Resort, depending on whether certain financial tests are met.

In addition, the debt instrument of our Phase II Mall Subsidiary also 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.


LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

The debt instruments of our subsidiaries also 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 our assets of our company without prior approval of the lenders or noteholders. Financial covenants included in our Senior Secured Credit Facility include a minimum interest coverage ratio, a maximum leverage ratio, a minimum net worth covenant and maximum capital expenditure limitations. See “Note 4 – Long-Term Debt” to our Consolidated Financial Statements.

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. Forward-looking statements involve a number of risks, uncertainties or other factors beyond the Company’s control, which may cause material differences in actual results, performance, or other expectations. These factors include, but are not limited to general economic conditions, competition, new ventures, government regulation, legalization of gaming, interest rates, future terrorist acts, insurance, and other factors detailed in this report. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. Las Vegas Sands Corp. assumes no obligation to update such information.

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 facility, which management believes further minimizes the risk of nonperformance.


LAS VEGAS SANDS CORP.

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (Continued)

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 for the twelve month periods ended September 30:

2006
2007
2008
2009
2010
Thereafter
Total
Fair
Value (1)

(in millions)
 
LIABILITIES                                                    
Short-term debt                                                    
Variable rate     $ 56.1   $   $   $   $   $   $ 56.1   $ 56.1  
Average interest rate (2)       5.2 %                       5.2 %   5.2 %
Long-term debt                                                    
Fixed rate                           250.0     250.0     241.9  
Average interest rate (2)                           6.4 %   6.4 %   6.4 %
Variable rate           6.8     41.9     94.5     11.7     1,134.8     1,289.7     1,289.7  
Average interest rate (2)           5.3 %   5.3 %   5.1 %   5.3 %   5.0 %   5.2 %   5.2 %
Cap agreements (3)                           0.8     0.8     0.8  
Average interest rate                                    


  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 September 30, 2005, we have three interest rate cap agreement with a fair value of $0.8 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 either 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.

Foreign currency translation gains and losses were not material to our results of operations for the three months ended September 30, 2005, but may be in future periods in relation to activity associated with our Macao subsidiaries.

We do not hedge our exposure to foreign currency.  

See also “— Capital and Liquidity” and “Note 4 – Long-Term Debt” to our Consolidated Financial Statements.


LAS VEGAS SANDS CORP.

ITEM 4 – CONTROLS AND PROCEDURES

  a) Evaluation of Disclosure Controls and Procedures. Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits, is recorded, processed, summarized, and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s Chief Executive Officer and its Chief Financial Officer have evaluated the disclosure controls and procedures of the Company as of September 30, 2005 and have concluded that they are effective within the reasonable assurance threshold described above.

  b) Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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.


LAS VEGAS SANDS CORP.

Part II

OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

The Company is party to litigation matters and claims related to its operations and the construction of the Venetian Casino Resort and certain other matters. For more information, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 and “Part I — Item 1 – Notes to Condensed Consolidated Financial Statements – Note 5 – Commitments and Contingencies” of this Quarterly Report on Form 10-Q.

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Uses of Proceeds from Registered Securities

On December 20, 2004, we issued all of the 27,380,953 shares of our common stock we registered in an initial public offering at an offering price of $29.00 per share (Reg. No. 333-118827), effective December 14, 2004. The aggregate offering price of the common stock sold (including the exercise by the managing underwriters of their over-allotment option) resulted in gross proceeds of $794.0 million and net proceeds of approximately $738.7 million to us after deducting underwriting discounts and commissions of $49.6 million and related offering expenses of $5.7 million none of which was paid to the underwriters. The managing underwriters for the offering were Goldman, Sachs & Co., Citigroup, JP Morgan, Lehman Brothers, Merrill Lynch & Co, UBS Investment Bank, and Jeffries & Company, Inc. None of the expenses we incurred in connection with the offering were direct or indirect payments to our directors, officers, general partners or their associates, to persons owning 10% or more of our equity securities or to our affiliates (collectively “Related Parties”).

During the first quarter of 2005, we used $327.3 million of the net proceeds from our initial public offering to redeem approximately $291.1 million in principal amount of the 11% Mortgage Notes issued by Las Vegas Sands Opco and Venetian and to pay $36.2 million in related premiums and accrued interest and expenses. During the second quarter of 2005 we used $70.0 million of the net proceeds to redeem the Venetian Macao Senior Secured Notes. None of the amounts paid to redeem the 11% Mortgage Notes or the Venetian Macao Senior Notes were paid to Related Parties. We consider the repurchase of the 11% Mortgage Notes and the Venetian Macao Senior Secured Notes, to be a general corporate purpose. In addition, during the first nine months of 2005, we used approximately $8.8 million (net of interest income) of the net proceeds for general corporate purposes.


LAS VEGAS SANDS CORP.

ITEM 4 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5 – OTHER INFORMATION

Agreements with Affiliate

On November 9, 2005, LVSC and Interface Operations LLC (“Interface”) entered into an Aircraft Interchange Agreement, effective as of January 1, 2005. Under the agreement, each party may make its aircraft and a flight crew available to the other party, on an as-available basis, in exchange for equal flight time on the other party’s aircraft, together with a charge determined as set forth in the agreement to reflect the differential cost of owning, operating and maintaining the respective aircraft. The agreement has a one year term and provides for to automatic renewal unless terminated by either party.

On November 9, 2005, Las Vegas Sands Corp. and Interface, entered into an Aircraft Time Sharing Agreement, effective as of January 1, 2005. Under the agreement, Interface agreed to provide LVSC with transportation services on a non-exclusive basis using Interface’s aircraft. LVSC agreed to pay Interface the various fees and taxes described in the agreement relating to LVSC’s use of the aircraft. The agreement has a one year term and provides for to automatic renewal unless terminated by either party.

Interface is controlled by Sheldon G. Adelson, the chairman of the board of directors, chief executive officer and majority shareholder of LVSC.

ITEM 6 – EXHIBITS

Exhibit No. Description of Document

10.1 First Amendment to Amended and Restated Credit Agreement, dated as of September 16, 2005, among Las Vegas Sands, LLC, Venetian Casino Resort, LLC and the lenders party thereto.

10.2 Aircraft Interchange Agreement, made and entered into as of January 1, 2005, by and between Interface Operations LLC and Las Vegas Sands Corp.

10.3 Aircraft Time Sharing Agreement, made and entered into as of January 1, 2005, by and between Interface Operations LLC and Las Vegas Sands Corp.

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.

10-Q Form 3 rd Quarter, 2005

SIGNATURES

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

LAS VEGAS SANDS CORP.
 
 
November 14, 2005 By: /s/ Sheldon G. Adelson
    ————————————————
    Sheldon G. Adelson
    Chief Executive Officer
Chairman of the Board an






November 14, 2005 By: /s/ Scott Henry
    ————————————————
    Scott Henry
    Senior Vice President
Chief Financial Officer

EXHIBIT 10.1

 

LAS VEGAS SANDS, LLC

and

VENETIAN CASINO RESORT, LLC

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This FIRST AMENDMENT (“ Amendment ”) TO AMENDED AND RESTATED CREDIT AGREEMENT is dated as of September 16, 2005 and entered into by and among LAS VEGAS SANDS, LLC (“ LVSI ”), a Nevada limited liability company, and VENETIAN CASINO RESORT, LLC (“ Venetian ”), a Nevada limited liability company, as joint and several obligors (each of LVSI and Venetian, a “ Borrower ” and, collectively, the “ Borrowers ”), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a “ Lender ” and collectively as the “ Lenders ”), THE BANK OF NOVA SCOTIA (“ Scotia Capital ”) as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”), COMMERZBANK AG ( “Commerzbank” ) , THE CIT GROUP\EQUIPMENT FINANCING, INC. ( “CIT” ) and WELLS FARGO FOOTHILL, INC. (“ Foothill ”) as documentation agents for the Lenders (in such capacity, the “ Documentation Agents ”), and GOLDMAN SACHS CREDIT PARTNERS L.P. (“ Goldman ”) and Scotia Capital as Joint Lead Arranger and Joint Bookrunner (collectively, in such capacity the “ Arranger ”), and Goldman as syndication agent for the Lenders (in such capacity, the “ Syndication Agent ”).

R E C I T A L S

WHEREAS , the parties hereto previously entered into that certain Amended and Restated Credit Agreement dated as of February 22, 2005 (the “ Agreement ”); and

WHEREAS , Borrowers have requested that certain amendments be made to the Agreement to increase the Maximum Consolidated Capital Expenditures Amount and the Requisite Lenders have agreed to amend the Agreement to provide for such increase on the terms and conditions set forth herein.

 

NOW, THEREFORE, the parties hereto agree as follows:

A.          Capitalized Terms . Capitalized terms used and not otherwise defined in this Amendment (including the recitals hereto) shall have the meanings ascribed to such terms in the Agreement.

 

B.          Amendment to Agreement – Affirmative Covenants . Section 7.14 of the Agreement is hereby amended and restated in its entirety as follows:

 

“7.14

Consolidated Capital Expenditures .

 

 

 

 

 

(a) The Borrowers shall not, and shall not permit their Restricted Subsidiaries to, make or incur Consolidated Capital Expenditures, in any period indicated below, in an aggregate amount in excess of the corresponding amount (the “ Maximum Consolidated Capital Expenditures Amount ”) set forth below opposite such period; provided that any such amount referred to below, if not expended in the period in which it is permitted, may be carried over for expenditure in (but only in) the next succeeding such period; provided further that the Maximum Consolidated Capital Expenditures Amount for any period beginning January 1, 2005 or later and consisting of fewer than a full Fiscal Year shall be pro rated for the number of days in such period:

Four Fiscal Quarter

Period

Maximum

Consolidated Capital

Expenditures Amount

The Fiscal Year beginning January 1, 2005 and ending December 31, 2005

$120,000,000

The Fiscal Year beginning January 1, 2006 and ending December 31, 2006

$90,000,000

Each subsequent Fiscal Year (or portion thereof) through the Final Completion Date

$50,000,000

The period beginning on the day following the Final Completion Date and ending on December 31 of that calendar year, and each subsequent Fiscal Year (or, in the case of the Fiscal Year in which the Maturity Date occurs, portion thereof) through the Maturity Date

 

$80,000,000

(b) Notwithstanding the foregoing, the Borrowers and their Restricted Subsidiaries may make or incur Consolidated Capital Expenditures (which Consolidated Capital Expenditures will not be included in any determination of Maximum Consolidated Capital Expenditures under the foregoing clause (a)) (i) with the proceeds of equity contributions to the Borrowers or any of their Restricted Subsidiaries by any Person other than a Borrower or any Restricted Subsidiary, provided that (x) no Event of Default or Potential Event of Default shall have occurred and be continuing when such Consolidated Capital Expenditure is made or incurred and (y) the applicable Borrower or Restricted Subsidiary notifies the Administrative Agent in writing that such proceeds (or applicable portion thereof) are to be used for Consolidated Capital Expenditures or (ii) with insurance proceeds received by the Borrowers or any of their Restricted Subsidiaries from any Event of Loss so long as such Consolidated Capital Expenditures are to replace, repair or restore any properties or assets in respect of which such proceeds were paid.

C.          No Other Amendments . Except for the amendments expressly set forth in Section B of this Amendment, the Agreement shall remain unchanged and in full force and effect. Nothing in this Amendment is intended, or shall be construed, to constitute a waiver, novation or an accord and satisfaction of any of the Obligations under or in connection with the Agreement

 

2

 

 

or to modify, affect or impair the perfection or continuity of the Liens granted pursuant to the Collateral Documents.

D.         Conditions to Effectiveness . The amendments contained in Section B of this Amendment shall become effective upon the date of this Amendment, subject to the satisfaction of each of the following conditions:

 

(i)         the Administrative Agent shall have received two (2) originals of this Amendment duly executed, completed and delivered by each of the Borrowers and the written concurrence of the Requisite Lenders; and

 

(ii)        there shall have occurred and be continuing no Event of Default and no event which, with the giving of notice or the lapse of time or both, could constitute such an Event of Default and, after giving effect to this Amendment, there shall have occurred no Event of Default and no Event which, with the giving of notice or lapse of time or both, could constitute an Event of Default.

 

E.

Reference to and Effect on the Agreement and the Other Loan Documents .

(i)         On and after the effectiveness of this Amendment, each reference in the Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Agreement or 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 Agreement, as amended herein.

(ii)        Except as specifically amended by this Amendment, the Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(iii)       The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of Administrative Agent or any Lender under, the Agreement or any of the other Loan Documents.

F.          Reimbursement of Expenses and Costs . Borrowers acknowledge that all costs, fees and expenses as described in subsection 10.2 of the Agreement incurred by Administrative Agent and its counsel with respect to this Amendment and the documents and transactions contemplated hereby shall be for the account of Borrowers.

G.          Headings . Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

H.          Applicable Law . THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND

 

3

 

 

SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

I.           Counterparts . This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument.

 

J.           Binding Effect . This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

 

 

 

4

 

 

 

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

BORROWERS:

 

LAS VEGAS SANDS, LLC

 

 

By:

/s/ Bradley K. Serwin

 

 

Name: Bradley K. Serwin

 

 

Title: General Counsel & Secretary

 

 

VENETIAN CASINO RESORT, LLC

 

By:

Las Vegas Sands, LLC its managing member

 

By:

/s/ Bradley K. Serwin

 

 

Name: Bradley K. Serwin

 

 

Title: General Counsel & Secretary

 

 

LENDERS:

THE BANK OF NOVA SCOTIA,

as a Lender, Administrative Agent and Arranger

 

 

By:

/s/ Chris Osborn

 

 

Name: Chris Osborn

 

 

Title:

Managing Director

 

 

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as a Lender, Arranger and Syndication Agent

 

 

By:

/s/ Elizabeth Fischer

 

 

Name: Elizabeth Fischer

 

 

Title: Authorized Signatory

 

COMMERZBANK AG, New York and Grand Cayman Branches , as a Documentation Agent and as a Lender

 

 

 

 

 

By:

/s/ Karla Wirth

 

 

Name: Karla Wirth

 

Title:

AVP

 

 

 

By:

/s/ Yangling Si

 

 

Name: Yangling Si

 

Title:

AVP

 

 

 

THE CIT GROUP\EQUIPMENT FINANCING, INC. ,

as a Documentation Agent and as a Lender

 

 

By:

/s/ Katie J. Saunders

 

 

Name: Katie J. Saunders

 

Title: Vice President

 

 

 

WELLS FARGO FOOTHILL, INC. ,

as a Documentation Agent and as a Lender

 

 

By:

/s/ Michael R. Bohannon

 

 

Name: Michael R. Bohannon

 

Title: SVP

 

 

 

Jasper CLO, Ltd .

By: Highland Capital Management L.P., As Collateral Manager

By: Strand Advisors, Inc., Its General Partner

as a Lender

 

 

By:

/s/ Todd Travers

 

 

Name: Todd Travers

 

 

Title:

Assistant Secretary

Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.

 

Loan Funding VII LLC

 

 

 

 

By: Highland Capital Management L.P., As Collateral Manager

By: Strand Advisors, Inc., Its General Partner

as a Lender

 

 

By:

/s/ Todd Travers

 

 

Name: Todd Travers

 

 

Title:

Assistant Secretary

Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.

 

Veritas CLO I, Ltd.

as a Lender

 

 

By:

/s/ John T. Spellman

 

 

Name: John T. Spellman

 

 

Title:

Executive Director

 

 

Veritas CLO II, Ltd.

as a Lender

 

 

By:

/s/ John T. Spellman

 

 

Name: John T. Spellman

 

 

Title:

Executive Director

 

 

Scotiabank (Ireland) Limited

as a Lender

 

 

By:

/s/ Tony O’Brien

 

 

Name: Tony O’Brien

 

 

Title:

Senior Manager

 

 

VAN KAMPEN

SENIOR LOAN FUND

By: Van Kampen Asset Management

as a Lender

 

 

 

By:

/s/ Darvin D. Pierce

 

 

Name: Darvin D. Pierce

 

Title:

Executive Direct

 

 

 

JP Morgan Chase Bank, N.A.

as a Lender

 

 

By:

/s/ Donald Shokrian

 

 

Name: Donald Shokrian

 

 

Title:

Managing Director

 

 

LCM I LIMITED PARTNERSHIP

By: Lyon Capital Management LLC,

As Collateral Manager

as a Lender

 

 

By:

/s/ Alexander B. Kenna

 

 

Name: Alexander B. Kenna

 

 

Title:

LYON CAPITAL MANAGEMENT LLC

 

Portfolio Manager

 

 

 

LCM II LIMITED PARTNERSHIP

By: Lyon Capital Management LLC,

As Collateral Manager

as a Lender

 

 

By:

/s/ Alexander B. Kenna

 

 

Name: Alexander B. Kenna

 

 

Title:

LYON CAPITAL MANAGEMENT LLC

 

Portfolio Manager

 

 

 

LCM III Ltd.

By: Lyon Capital Management LLC,

As Collateral Manager

as a Lender

 

 

 

 

 

By:

/s/ Alexander B. Kenna

 

 

Name: Alexander B. Kenna

 

 

Title:

LYON CAPITAL MANAGEMENT LLC

 

Portfolio Manager

 

 

 

LCM IV Ltd.

By: Lyon Capital Management LLC,

As Collateral Manager

as a Lender

 

 

By:

/s/ Alexander B. Kenna

 

 

Name: Alexander B. Kenna

 

 

Title:

LYON CAPITAL MANAGEMENT LLC

 

Portfolio Manager

 

 

 

Nationwide Mutual Insurance Company

 

 

By:

/s/ Wayne T. Frisbee

 

 

Name: Wayne T. Frisbee

 

 

Title: Vice President-Portfolio Management

 

 

Nationwide Life Insurance Company

 

 

By:

/s/ Wayne T. Frisbee

 

 

Name: Wayne T. Frisbee

 

 

Title: Vice President-Portfolio Management

 

 

AIB Debt Management Limited

 

 

By:

/s/ John Farrace

 

 

Name: John Farrace

 

Title:

SVP

 

 

By:

/s/ Martin Chin

 

 

Name: Martin Chin

 

Title:

SVP

 

 

 

 

 

 

Dresdner Bank AG, New York and Grand Cayman Branches

as a Lender

 

 

By:

/s/ Brian Schneider

 

 

Name: Brian Schneider

 

Title:

Vice President

 

 

By:

/s/ Daniel Conlon

 

 

Name: Daniel Conlon

 

Title:

Director

 

 

 

SENIOR DEBT PORTFOLIO

By: Boston Management and Research as Investment Advisor

as a Lender

 

 

By:

/s/ Michael B. Botthof

 

 

Name: Michael B. Botthof

 

Title:

Vice President

 

 

 

EATON SENIOR INCOME TRUST

By: Eaton Vance Management as Investment Advisor

as a Lender

 

 

By:

/s/ Michael B. Botthof

 

 

Name: Michael B. Botthof

 

Title:

Vice President

 

 

 

EATON VANCE INSTITUTIONAL SENIOR LOAN FUND

By: Eaton Vance Management as Investment Advisor

as a Lender

 

 

By:

/s/ Michael B. Botthof

 

 

Name: Michael B. Botthof

Title:

Vice President

 

 

EATON SENIOR CDO III, LTD.

By: Eaton Vance Management as Investment Advisor

as a Lender

 

 

By:

/s/ Michael B. Botthof

 

 

Name: Michael B. Botthof

 

Title:

Vice President

 

 

 

____________________- EATON VANCE CDO V, LTD.

By: Eaton Vance Management as Investment Advisor

as a Lender

 

 

By:

/s/ Michael B. Botthof

 

 

Name: Michael B. Botthof

 

Title:

Vice President

 

 

 

EATON SENIOR CDO VI, LTD.

By: Eaton Vance Management as Investment Advisor

as a Lender

 

 

By:

/s/ Michael B. Botthof

 

 

Name: Michael B. Botthof

 

Title:

Vice President

 

 

 

BIG SKY SENIOR LOAN FUND. LTD.

By: Eaton Vance Management as Investment Advisor

as a Lender

 

 

By:

/s/ Michael B. Botthof

 

 

Name: Michael B. Botthof

 

Title:

Vice President

 

 

 

GRAYSON & CO.

By: Boston Management and Research

as a Lender

 

 

By:

/s/ Michael B. Botthof

 

 

Name: Michael B. Botthof

 

Title:

Vice President

 

 

 

THE NORINCHUKIN BANK, NEW YORK BRANCH,

through State Street Bank and Trust Company, N.A. as Fiduciary Custodian

By: Eaton Vance Management, Attorney-in-Fact.

as a Lender

 

 

By:

/s/ Michael B. Botthof

 

 

Name: Michael B. Botthof

 

Title:

Vice President

 

 

 

BIG SKY III SENIOR LOAN TRUST

By: Eaton Vance Management as Investment Advisor

as a Lender

 

 

By:

/s/ Michael B. Botthof

 

 

Name: Michael B. Botthof

 

Title:

Vice President

 

 

 

EATON VANCE

VT FLOATING-RATE INCOME FUND

By: Eaton Vance Management as Investment Advisor

as a Lender

 

 

By:

/s/ Michael B. Botthof

 

 

Name: Michael B. Botthof

 

Title:

Vice President

 

 

 

EATON VANCE

LIMITED DURATION INCOME FUND

By: Eaton Vance Management as Investment Advisor

as a Lender

 

 

By:

/s/ Michael B. Botthof

 

 

Name: Michael B. Botthof

 

Title:

Vice President

 

 

 

TOLLI & CO .

By: Eaton Vance Management as Investment Advisor

as a Lender

 

 

By:

/s/ Michael B. Botthof

 

 

Name: Michael B. Botthof

 

Title:

Vice President

 

 

 

EATON VANCE SENIOR

FLOATING-RATE TRUST

By: Eaton Vance Management as Investment Advisor

as a Lender

 

 

By:

/s/ Michael B. Botthof

 

 

Name: Michael B. Botthof

 

Title:

Vice President

 

 

 

EATON VANCE FLOATING-RATE INCOME TRUST

By: Eaton Vance Management as Investment Advisor

as a Lender

 

 

By:

/s/ Michael B. Botthof

 

 

Name: Michael B. Botthof

 

Title:

Vice President

 

 

 

EATON VANCE SHORT DURATION DIVERSIFIED INCOME FUND

By: Eaton Vance Management as Investment Advisor

as a Lender

 

 

 

By:

/s/ Michael B. Botthof

 

 

Name: Michael B. Botthof

 

Title:

Vice President

 

 

 

Lehman Commercial Paper Inc.,

As a Lender

 

 

By:

/s/ V. Paul Arzoulan

 

 

Name: V. Paul Arzoulan

 

 

Title:

Authorized Signatory

 

 

Tuscany CDO, Limited

as a Lender

 

 

By:

/s/ PPM America, as Collateral Manager

 

PPM America, Inc.

 

 

Title: Collateral Manager

 

 

By:

/s/_____________________

 

Name:

 

 

Title:

Managing Director

 

 

 

CANADIAN IMPERIAL BANK OF COMMERCE

as a Lender

 

 

By:

/s/ John O’Dowd

 

 

Name: John O’Dowd

 

 

Title:

Authorized Signatory

 

 

By:

/s/ Milena Grgic

 

 

Name: John O’Dowd

 

 

Title:

Authorized Signatory

 

 

COMERICA WEST INCORORATED .

As a Lender

 

By:

/s/ Brian C. Camden

 

 

Name: Brian C. Camden

 

 

Title:

Corporate Banking Representative

 

 

ARES IV CLO LTD.

By: Ares CLO Management IV, L.P.,

Its: Investment Manager

 

By: Ares CLO GP IV, LLC

Its: Managing Member

 

By:

/s/ Seth J. Brufsky

 

 

Name: Seth J. Brufsky

 

Title: Vice President

 

 

 

ARES V CLO LTD.

By: Ares CLO Management V, L.P.,

Its: Investment Manager

 

By: Ares CLO GP V, LLC

Its: Managing Member

 

By:

/s/ Seth J. Brufsky

 

 

Name: Seth J. Brufsky

 

Title: Vice President

 

 

 

ARES VI CLO LTD.

By: Ares CLO Management VI, L.P.,

Its: Investment Manager

 

By: Ares CLO GP VI, LLC

Its: Managing Member

 

By:

/s/ Seth J. Brufsky

 

 

Name: Seth J. Brufsky

 

Title: Vice President

 

 

 

ARES VII CLO LTD.

By: Ares CLO Management VII, L.P.,

Its: Investment Manager

 

 

By: Ares CLO GP VII, LLC

Its: General Partner

 

By:

/s/ Seth J. Brufsky

 

 

Name: Seth J. Brufsky

 

Title: Vice President

 

 

 

ARES VIII CLO LTD.

By: Ares CLO Management VIII, L.P.,

Its: Investment Manager

 

By: Ares CLO GP VIII, LLC,

Its: General Partner

 

By:

/s/ Seth J. Brufsky

 

 

Name: Seth J. Brufsky

 

Title: Vice President

 

 

 

ARES IX CLO LTD.

By: Ares CLO Management IX, L.P.,

Its: Investment Manager

 

By: Ares CLO GP IX, LLC

Its: General Partner

 

By:

/s/ Seth J. Brufsky

 

 

Name: Seth J. Brufsky

 

Title: Vice President

 

 

 

ARES X CLO LTD.

By: Ares CLO Management X, L.P.,

Its: Investment Manager

 

By: Ares CLO GP X, LLC,

Its: General Partner

 

By:

/s/ Seth J. Brufsky

 

 

Name: Seth J. Brufsky

 

Title: Vice President

 

 

 

 

 

 

By:

Ares Enhanced Loan Management, L.P.,

Its:

Investment Manager

 

 

By:

Ares Enhanced Loan GP, LLC

Its:

General Partner

 

 

By:

/s/ Seth J. Burfsky

 

 

Name: Seth J. Brufsky

 

Title:

Vice President

 

 

 

IKB Capital Corporation

as a Lender

 

 

By:

/s/ Wolfgang Boeker

 

 

Name: Wolfgang Boeker

 

 

Title:

Senior Vice President

 

 

AVALON CAPITAL LTD. 3

By:

INVESCO Senior Secured Management, Inc.

 

as Asset Manager

 

 

 

By:

/s/ Scott Baskind

 

 

Name: Scott Baskind

 

 

Title: Authorized Signatory

 

 

CHAMPLAIN CLO, LTD .

By:

INVESCO Senior Secured Management, Inc.

 

as Collateral Manager

 

 

 

By:

/s/ Scott Baskind

 

 

Name: Scott Baskind

 

 

Title: Authorized Signatory

 

 

AIM FLOATING RATE FUND

By:

INVESCO Senior Secured Management, Inc.

 

as Sub-Adviser

 

 

 

 

By:

/s/ Scott Baskind

 

 

Name: Scott Baskind

 

 

Title: Authorized Signatory

 

 

LOAN FUNDING IX LLC, for itself or as agent for Corporate Loan Funding IX LLC

By:

INVESCO Senior Secured Management, Inc.

 

as Portfolio Manager

 

 

 

By:

/s/ Scott Baskind

 

 

Name: Scott Baskind

 

 

Title: Authorized Signatory

 

 

NAUTIQUE FUNDING LTD.

By:

INVESCO Senior Secured Management, Inc.

 

as Collateral Manager

 

 

 

By:

/s/ Scott Baskind

 

 

Name: Scott Baskind

 

 

Title: Authorized Signatory

 

 

SEQUILS-LIBERTY, LTD.

By:

INVESCO Senior Secured Management, Inc.

 

as Collateral Manager

 

 

 

By:

/s/ Scott Baskind

 

 

Name: Scott Baskind

 

 

Title: Authorized Signatory

 

 

SAGAMORE CLO LTD.

By:

INVESCO Senior Secured Management, Inc.

 

as Collateral Manager

 

 

 

By:

/s/ Scott Baskind

 

 

Name: Scott Baskind

 

 

Title: Authorized Signatory

 

 

 

 

 

SARATOGA CLO I, LIMITED

By:

INVESCO Senior Secured Management, Inc.

 

as Asset Manager

 

 

 

By:

/s/ Scott Baskind

 

 

Name: Scott Baskind

 

 

Title: Authorized Signatory

 

 

Atrium CDO Funding

as a Lender

 

 

By:

/s/ Andrew H. Marshak

 

 

Name: Andrew H. Marshak

 

Title: Authorized Signatory

 

 

 

Atrium IV Funding

as a Lender

 

 

By:

/s/ Andrew H. Marshak

 

 

Name: Andrew H. Marshak

 

Title: Authorized Signatory

 

 

 

Madison Park Funding

as a Lender

 

 

By:

/s/ Andrew H. Marshak

 

 

Name: Andrew H. Marshak

 

Title: Authorized Signatory

 

 

 

Castle Garden Funding

as a Lender

 

 

By:

/s/ Andrew H. Marshak

 

 

Name: Andrew H. Marshak

 

Title: Authorized Signatory

 

 

 

 

 

 

CSAM Funding IV

as a Lender

 

 

By:

/s/ Andrew H. Marshak

 

 

Name: Andrew H. Marshak

 

Title: Authorized Signatory

 

 

 

CSAM Syndicated Loan Fund

as a Lender

 

 

By:

/s/ Andrew H. Marshak

 

 

Name: Andrew H. Marshak

 

Title: Authorized Signatory

 

 

 

Hamilton Floating Rate Fund, LLC,

as a Lender

 

 

By:

/s/ Dean Stephan

 

 

Name: Dean Stephan

 

 

Title: Managing Director

 

 

Citadel Hill 2000 Ltd.

as a Lender

 

 

By:

/s/ Harry Amyote

 

 

Name: Harry Amyote

 

 

Title: Authorized Signatory

 

 

BABSON CLO LTD. 2004-1

BABSON CLO LTD. 2003-1

BABSON CLO LTD. 2005-1

BABSON CLO LTD. 2005-1I

By: Babson Capital Management LLC as Collateral Manager

 

 

 

 

 

By:

/s/ Adrienne Musgnug

 

 

Name: Adrienne Musgnug

 

Title: Managing Director

 

 

 

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By: Babson Capital Management LLC as Investment Advisor

 

 

By:

/s/ Adrienne Musgnug

 

 

Name: Adrienne Musgnug

 

Title: Managing Director

 

 

 

BILL & MELINDA GATES FOUNDATION

By: Babson Capital Management LLC as Investment Advisor

 

 

By:

/s/ Adrienne Musgnug

 

 

Name: Adrienne Musgnug

 

Title: Managing Director

 

 

 

Arabesque c/o Aladdin Capital

as a Lender

 

 

By:

/s/ Arika Lakhmi

 

 

Name: Arika Lakhmi

 

Title: None Listed

 

 

 

Landmark IV

as a Lender

 

 

By:

/s/ Arika Lakhmi

 

 

Name: Arika Lakhmi

 

Title: None Listed

 

 

 

 

 

 

Landmark V

as a Lender

 

 

By:

/s/ Arika Lakhmi

 

 

Name: Arika Lakhmi

 

Title: None Listed

 

 

 

Catham Light II CLO, Limited

By: Sankaty Advisors, LLC as Collateral Manager

as a Lender

 

 

By:

/s/ Timothy Barns

 

 

Name: Timothy Barns

 

 

Title:

Senior Vice President

 

 

Sankaty Advisors, LLC

as Collateral Manager for Race Point III CLO, Ltd. As Term Lender

as a Lender

 

 

By:

/s/ Timothy Barns

 

 

Name: Timothy Barns

 

 

Title:

Senior Vice President

 

 

Whitehorse II, Ltd.

By: Whitehorse Capital Partners, L.P. as Collateral Manager

as a Lender

 

 

By:

/s/ Ethan M. Underwood, CPA

 

 

Name: Ethan M. Underwood, CPA

 

Title:

Portfolio Manager

 

 

 

Whitehorse III, Ltd.

By: Whitehorse Capital Partners, L.P. as Collateral Manager

as a Lender

 

 

 

 

 

By:

/s/ Ethan M. Underwood, CPA

 

 

Name: Ethan M. Underwood, CPA

 

Title:

Portfolio Manager

 

 

 

Morgan Stanley Prime Income Trust

as a Lender

 

 

By:

/s/ Jinny K. Kim

 

 

Name: Jinny K. Kim

 

Title: Vice President

 

 

 

Addision CDO Limited

By:

Pacific Investment Management Company LLC

as its Investment Advisor

 

 

By:

/s/ Mohan V. Phansalkar

 

 

Name: Mohan V. Phansalkar

 

Title: Managing Director

 

 

 

Loan Funding III LLC

By:

Pacific Investment Management Company LLC

as its Investment Advisor

 

 

By:

/s/ Mohan V. Phansalkar

 

 

Name: Mohan V. Phansalkar

 

Title: Managing Director

 

 

 

PIMCO Floating Rate Income Fund

By:

Pacific Investment Management Company, LLC

 

 

as its Investment Advisor, acting through Investors

Fiduciary Trust Company in the Nominee Name of IFTCO

 

 

By:

/s/ Mohan V. Phansalkar

 

 

Name: Mohan V. Phansalkar

Title: Managing Director

 

 

PIMCO Floating Rate Strategy Fund

By:

Pacific Investment Management Company, LLC

 

 

as its Investment Advisor, acting through Investors

Fiduciary Trust Company in the Nominee Name of IFTCO

 

 

By:

/s/ Mohan V. Phansalkar

 

 

Name: Mohan V. Phansalkar

 

Title: Managing Director

 

 

 

SEQUILS-MAGNUM, LTD.

By:

Pacific Investment Management Company LLC,

as its Investment Advisor

 

 

By:

/s/ Mohan V. Phansalkar

 

 

Name: Mohan V. Phansalkar

 

Title: Managing Director

 

 

 

Southport CLO, Limited

By:

Pacific Investment Management Company LLC,

as its Investment Advisor

 

 

By:

/s/ Mohan V. Phansalkar

 

 

Name: Mohan V. Phansalkar

 

Title: Managing Director

 

 

 

Waveland – INGOTS, LTD.

By:

Pacific Investment Management Company LLC,

as its Investment Advisor

 

 

By:

/s/ Mohan V. Phansalkar

 

 

Name: Mohan V. Phansalkar

 

Title: Managing Director

 

 

 

 

 

 

Wrigley CDO, Ltd.

By:

Pacific Investment Management Company LLC,

as its Investment Advisor

 

 

By:

/s/ Mohan V. Phansalkar

 

 

Name: Mohan V. Phansalkar

 

Title: Managing Director

 

 

 

Apidos CDO I

as a Lender

 

 

By:

/s/ John W. Stelwagon

 

 

Name: John W. Stelwagon

 

Title: Managing Director

 

 

 

Apidos CDO II Warehouse

as a Lender

 

 

By:

/s/ John W. Stelwagon

 

 

Name: John W. Stelwagon

 

Title: Managing Director

 

 

 

Apidos CDO III Warehouse

as a Lender

 

 

By:

/s/ John W. Stelwagon

 

 

Name: John W. Stelwagon

 

Title: Managing Director

 

 

 

GOLDMAN SACHS CREDIT PARTNERS L.P.

as a Lender, Arranger and Syndication Agent

 

 

By:

/s/ Bruce H. Mendelsohn

 

 

Name: Bruce H, Mendelsohn

 

Title: Authorized Signatory

 

 

 

 

 

 

Fidelity Central Investment Portfolios LLC: Fidelity Floating Rate Central Investment Portfolio,

as a Lender

 

 

By:

/s/ John H. Costello

 

 

Name: John H. Costello

 

 

Title: Assistant Treasurer

 

 

Fidelity Advisor Series II: Fidelity Advisor Floating Rate High Income Funds,

as a Lender

 

 

By:

/s/ John H. Costello

 

 

Name: John H. Costello

 

 

Title: Assistant Treasurer

 

 

Ballyrock CDO I Limited

By: Ballyrock Investment Advisors LLC, as Collateral Manager,

as a Lender

 

 

By:

/s/ Lisa Rymut

 

 

Name: Lisa Rymut

 

 

Title: Assistant Treasurer

 

 

Ballyrock CDO II Limited

By: Ballyrock Investment Advisors LLC, as Collateral Manager,

as a Lender

 

 

By:

/s/ Lisa Rymut

 

 

Name: Lisa Rymut

 

 

Title: Assistant Treasurer

Ballyrock CDO III Limited

By: Ballyrock Investment Advisors LLC, as Collateral Manager,

as a Lender

 

 

By:

/s/ Lisa Rymut

 

 

Name: Lisa Rymut

 

 

Title: Assistant Treasurer

 

 

BANK OF SCOTLAND

as a Lender

 

 

By:

/s/ Karen Weich

 

 

Name: Karen Weich

 

 

Title: Assistant Vice President

 

 

Foothill Income Trust II, L.P.

By FIT II CP, LLC,its Gen Partner

as a Lender

 

 

By:

/s/ Michael R. Bohannon

 

 

Name: Michael R. Bohanon

 

Title: Managing Member

 

 

 

The Foothill Group, Inc.

as a Lender

 

 

By:

/s/ Michael R. Bohannon

 

 

Name: Michael R. Bohanon

 

Title: SVP

 

 

 

Galaxy CLO 2003-1, Ltd.

By: AIG Global Investment Corp.

Its Collateral Manager

as a Lender

 

 

By:

/s/ Steven S. Oh

Name: Steven S. Oh

 

Title:

Managing Director

 

 

Galaxy II1, Ltd.

By: AIG Global Investment Corp.

Its Collateral Manager

as a Lender

 

 

By:

/s/ Steven S. Oh

 

 

Name: Steven S. Oh

 

 

Title:

Managing Director

 

 

Galaxy IV CLO, Ltd.

By: AIG Global Investment Corp.

Its Collateral Manager

as a Lender

 

 

By:

/s/ Steven S. Oh

 

 

Name: Steven S. Oh

 

 

Title:

Managing Director

 

 

Galaxy V CLO, Ltd.

By: AIG Global Investment Corp.

Its Collateral Manager

as a Lender

 

 

By:

/s/ Steven S. Oh

 

 

Name: Steven S. Oh

 

 

Title:

Managing Director

 

 

SunAmerica Life Insurance Company

By: AIG Global Investment Corp.

Its Investment Adviser,

as a Lender

 

 

By:

/s/ Steven S. Oh

 

 

Name: Steven S. Oh

 

 

 

 

Title:

Managing Director

 

 

SunAmerica Senior Floating Rate Fund, Inc.

By: AIG Global Investment Corp.

Its : Investment Adviser,

as a Lender

 

 

By:

/s/ Steven S. Oh

 

 

Name: Steven S. Oh

 

 

Title:

Managing Director

 

 

SATURN TRUST

By: AIG Global Investment Corp.

Its

Investment Adviser,

as a Lender

 

 

By:

/s/ Steven S. Oh

 

 

Name: Steven S. Oh

 

 

Title:

Managing Director

 

 

Nuveen Tax Advantage Total Return Fund

By:

Symphony Asset Management, LLC

as a Lender

 

 

By:

/s/Gunther M. Stein

 

 

Name: Gunther M. Stein

 

Title: Portfolio Manager

 

 

 

Nuveen Floating Rate Income Fund Canada

By:

Symphony Asset Management, LLC

as a Lender

 

 

By:

/s/Gunther M. Stein

 

 

Name: Gunther M. Stein

 

Title: Portfolio Manager

 

 

 

 

 

 

Nuveen Floating Rate Income Fund

By:

Symphony Asset Management, LLC

as a Lender

 

 

By:

/s/Gunther M. Stein

 

 

Name: Gunther M. Stein

 

Title: Portfolio Manager

 

 

 

Nuveen Diversified Dividend Income Fund

By:

Symphony Asset Management, LLC

as a Lender

 

 

By:

/s/Gunther M. Stein

 

 

Name: Gunther M. Stein

 

Title: Portfolio Manager

 

 

 

Nuveen Floating Rate Income Opportunity Fund

By:

Symphony Asset Management, LLC

as a Lender

 

 

By:

/s/Gunther M. Stein

 

 

Name: Gunther M. Stein

 

Title: Portfolio Manager

 

 

 

Nuveen Senior Income Fund

By:

Symphony Asset Management, LLC

as a Lender

 

 

By:

/s/Gunther M. Stein

 

 

Name: Gunther M. Stein

 

Title: Portfolio Manager

 

 

 

KZH SOLEIL LLC,

as a Lender

 

 

By:

/s/ Susan Lee

 

 

 

 

Name: Susan Lee

 

Title: Authorized Agent

 

 

KZH SOLEIL-2 LLC,

as a Lender

 

 

By:

/s/ Susan Lee

 

 

Name: Susan Lee

 

 

Title: Authorized Agent

 

 

Citibank, N.A.

as a Lender

 

 

By:

/s/ J. Judge

 

 

Name: J. Judge

 

Title: VP

 

 

 

Franklin CLO III, Limited

as a Lender

 

 

By:

/ s/ David Ardini

 

 

Name: David Ardini

 

Title: Vice President

 

 

Franklin CLO IV, Limited

as a Lender

 

 

By:

/ s/ David Ardini

 

 

Name: David Ardini

 

Title: Vice President

 

 

Franklin CLO I, Limited

as a Lender

 

 

By:

/ s/ David Ardini

 

 

 

 

Name: David Ardini

Title: Vice President

 

 

Franklin CLO II, Limited

as a Lender

 

 

By:

/ s/ David Ardini

 

 

Name: David Ardini

 

Title: Vice President

 

 

FRANKLIN FLOATING RATE DAILY ACCESS FUND

as a Lender

 

 

By:

/s/ Richard Hsu

 

 

Name: Richard Hsu

 

 

Title: Vice President

 

 

Franklin Floating Rate Master Series

as a Lender

 

 

By:

/s/ Richard Hsu

 

 

Name: Richard Hsu

 

 

Title: Vice President

 

 

SUMITOMO MITSUI BANKING CORPORATION

as a Lender

 

 

By:

/s/ David A. Buck

 

 

Name: David A. Buck

 

 

Title: Senior Vice President

 

 

FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND

as a Lender

 

 

 

 

By: Four Corners Capital Management LLC, as Sub-Adviser

 

 

By:

/s/ Adam Brown

 

 

Name: Adam Brown

 

 

Title: Senior Vice President

 

 

SECURITY INCOME FUND-INCOME OPPORTUNITY SERIES

as a Lender

By: Four Corners Capital Management LLC, as Sub-Adviser

 

 

By:

/s/ Adam Brown

 

 

Name: Adam Brown

 

 

Title: Senior Vice President

 

 

FOUR CORNERS CLO 2005-I, LTD

as a Lender

By: Four Corners Capital Management LLC, as Collateral Manager

 

 

By:

/s/ Adam Brown

 

 

Name: Adam Brown

 

 

Title: Senior Vice President

 

 

FORTRESS PORTFOLIO TRUST

as a Lender

By: Four Corners Capital Management LLC, as Investment Manager

 

 

By:

/s/ Adam Brown

 

 

Name: Adam Brown

 

 

Title: Senior Vice President

 

 

Citigroup Investments Corporate Loan Fund Inc.

By:

Citigroup Alternative Investments LLC

 

 

 

 

as a Lender

 

 

By:

/s/ Melanie Hanlon

 

 

Name: Melanie Hanlon

 

Title: Vice President

 

 

 

EAGLE MASTER FUND LTD.

By: Citigroup Alternative Investments LLC, as Investment Manager for an on behalf of

Eagle Master Fund Ltd.

as a Lender

 

 

By:

/s/ Melanie Hanlon

 

 

Name: Melanie Hanlon

 

Title: Vice President

 

 

 

NEMEAN CLO, LTD.

By: West Gate Horizons Advisors LLC, as Investment Manager

 

 

By:

/s/ Cheryl Wasilewski

 

 

Name: Cheryl Wasilewski

 

Title: Sr. Credit Analyst

 

 

 

ECL Loan Funding LLC for itself or

as agent for BCL2 Loan Funding LLC

 

 

By:

/s/ Janet Haack

 

 

Name: Janet Haack

 

 

Title: As Attorney-In-Fact

 

 

Bushnell CBNA Loan Funding LLC , for itself

Or as agent for Bushnell CPPI Loan Funding LLC

as Lender

 

 

By:

/s/ Beata Konopko

 

 

 

 

Name: Beata Konopko

 

Title: As Attorney-In-Fact

 

 

Trumbull THC2 Loan Funding LLC , for itself or as

Agent for Thrumbull THC2 CFP1 Loan Funding LLC.

as Lender

 

 

By:

/s/ Beata Konopko

 

 

Name: Beata Konopko

 

 

Title: As Attorney-In-Fact

 

 

Stedman CBNA Loan Funding LLC , for itself or as agent

for Stedman CFPI Loan Funding LLC

as Lender

 

 

By:

/s/ Beata Konopko

 

 

Name: Beata Konopko

 

 

Title: As Attorney-In-Fact

 

 

UBS LOAN FINANCE LLC,

as a Lender

 

 

By:

/s/Richard L. Tavrow

 

 

Name: Richard L. Tavrow

 

Title: Director

 

 

By:

/s/ Toba Lumbantobing

 

 

Name: Toba Lumbantobing

 

Title: Associate Director

 

 

 

DUNES FUNDING LLC

As a Lender

 

 

By:

/s/ Anna M. Tallent

 

 

Name: Anna M. Tallent

 

 

Title: Assistant Vice President

 

 

 

 

 

ELT LTD.

As a Lender

 

 

By:

/s/ Anna M. Tallent

 

 

Name: Anna M. Tallent

 

 

Title: Assistant Vice President

 

 

FOREST SPC LLC

as a Lender

 

 

By:

/s/ Anna M. Tallent

 

 

Name: Anna M. Tallent

 

 

Title: Assistant Vice President

 

 

KALDI FUNDING LLC

as a Lender

 

 

By:

/s/ Anna M. Tallent

 

 

Name: Anna M. Tallent

 

 

Title: Assistant Vice President

 

 

PINEHURST TRADING INC.

as a Lender

 

 

By:

/s/ Anna M. Tallent

 

 

Name: Anna M. Tallent

 

 

Title: Assistant Vice President

 

 

PPM MONARCH BAY FUNDING LLC

as a Lender

 

 

By:

/s/ Anna M. Tallent

 

 

Name: Anna M. Tallent

 

 

Title: Assistant Vice President

 

 

 

 

 

PPM SHADOW CREEK FUNDING LLC

as a Lender

 

 

By:

/s/ Anna M. Tallent

 

 

Name: Anna M. Tallent

 

 

Title: Assistant Vice President

 

 

PPM SPYGLASS FUNDING TRUST

as a Lender

 

 

By:

/s/ Ann E. Morris

 

 

Name: Ann E. Morris

 

 

Title: Authorized Agent

 

 

SEMINOLE FUNDING LLC

as a Lender

 

 

By:

/s/ Anna M. Tallent

 

 

Name: Anna M. Tallent

 

 

Title: Assistant Vice President

 

 

STANWICH LOAN FUNDING LLC

as a Lender

 

 

By:

/s/ Anna M. Tallent

 

 

Name: Anna M. Tallent

 

 

Title: Assistant Vice President

 

 

MERRILL LYNCH CAPITAL CORP.

as a Lender

 

 

By:

/s/ Michael E. O'Brien

 

 

Name: Michael E. O’Brien

 

Title: Vice President

 

 

 

 

 

 

LightPoint CLO 2004-1, Ltd.

LightPoint CLO III, Ltd,

LightPoint CLO IV, Ltd.

as an Investor

 

 

By:

/s/ Thomas A. Kramer

 

 

Name: Thomas A. Kramer

Title: Senior Managing Director & Chief Executive Officer

 

AVENUE CLO FUND, LIMITED ,

as a Lender

 

 

By:

/s/ Richard D’Addario

 

 

Name: Richard D’Addario

 

 

Title: Senior Portfolio Manager

 

 

AVENUE CLO II, LIMITED ,

as a Lender

 

 

By:

/s/ Richard D’Addario

 

 

Name: Richard D’Addario

 

 

Title: Senior Portfolio Manager

 

 

 

 

 

Acknowledged by:

MALL INTERMEDIATE HOLDING COMPANY, LLC,

a Delaware limited liability company

By:

Venetian Casino Resort, LLC, as Managing Member

 

By:

Las Vegas Sands, LLC, as Managing Member

 

 

By: /s/ Bradley K. Serwin

 

 

Name: Bradley K. Serwin

 

 

Title: General Counsel & Secretary

 

LIDO INTERMEDIATE HOLDING COMPANY, LLC,

a Delaware limited liability company

By:

Venetian Casino Resort, LLC, as Managing Member

 

By:

Las Vegas Sands, LLC, as Managing Member

 

 

By:

/s/ Bradley K. Serwin

 

 

Name: Bradley K. Serwin

 

 

Title: General Counsel & Secretary

 

VENETIAN VENTURE DEVELOPMENT, LLC,

a Nevada limited liability company

By:

Venetian Casino Resort, LLC, as Managing Member

 

By:

Las Vegas Sands, LLC, as Managing Member

 

 

By:

/s/ Bradley K. Serwin

 

 

Name: Bradley K. Serwin

 

 

Title:

General Counsel & Secretary

 

 

 

 

VENETIAN OPERATING COMPANY LLC,

a Nevada limited liability company

By:

Venetian Casino Resort, LLC, as Managing Member

 

By:

Las Vegas Sands, LLC, as Managing Member

 

 

By:

/s/ Bradley K. Serwin

 

 

Name: Bradley K. Serwin

 

 

Title:

General Counsel & Secretary

 

VENETIAN MARKETING, INC.,

a Nevada corporation

By:

/s/ Bradley K. Serwin

 

 

Name: Bradley K. Serwin

 

Title:

Secretary

 

VENETIAN TRANSPORT LLC ,

a Delaware limited liability company

By:

Las Vegas Sands, LLC, as Managing Member

 

 

By:

/s/ Bradley K. Serwin

 

 

Name: Bradley K. Serwin

 

 

Title: General Counsel & Secretary

LIDO CASINO RESORT, LLC,

a Nevada limited liability company

By: Lido Intermediate Holding Company, LLC, as Managing Member

 

By:

Venetian Casino Resort, LLC, as Managing Member

 

By: Las Vegas Sands, LLC, as Managing Member

Member

 

By:

/s/ Bradley K. Serwin

 

 

Name: Bradley K. Serwin

 

 

Title: General Counsel & Secretary

 

 

 

 

 

EXHIBIT 10.2

AIRCRAFT INTERCHANGE AGREEMENT

This AIRCRAFT INTERCHANGE AGREEMENT (the " Agreement ") is made and entered into as of January 1, 2005, by and between Interface Operations LLC (" Interface "), and Las Vegas Sands Corp. (" LVSC ").

In consideration of the mutual promises, agreements, covenants, warranties, representations and provisions contained herein, the parties agree as follows:

1.           Interchange of the Aircraft . Each party represents to the other party that such party owns, leases or otherwise has exclusive possession and control of the aircraft set forth next to such party's name in Exhibit A (any one or more of such aircraft shall be referred to as the " Aircraft "). Subject to the terms and conditions contained herein, each party shall make available to the other party its Aircraft, with a flight crew, on an as-available basis, in exchange for equal flight time on such other party's Aircraft, together with a charge calculated in accordance with section 8(a) and Exhibit A to reflect the differential cost of owning, operating and maintaining the aircraft listed in Exhibit A which shall be paid as set forth in section 8(b). This Agreement is intended to be an interchange agreement within the meaning of 14 C.F.R. Section 91.501(c)(2).

2.           Term . The term of this Agreement (the " Term ") shall commence on the date of this Agreement and end one year thereafter (the " Expiration Date "). The Expiration Date (as it may be extended) shall be automatically extended by one year if neither party has given notice of non-renewal to the other at least 30 days before the then Expiration Date. Notwithstanding anything to the contrary in this section 2, either party may terminate this Agreement on 30 days' notice, provided that such party is not then in default.

3.           Delivery . Upon the request of a party to the other party, subject to the availability of such other party's Aircraft at the time of such request for the flights proposed by such party, such other party shall deliver its Aircraft to such party at such location as such party may reasonably request. LVSC acknowledges that Interface currently bases its Aircraft at McCarran International Airport, Las Vegas, Nevada and Interface acknowledges that LVSC currently bases its Aircraft at McCarran International Airport, Las Vegas, Nevada (each base with respect to an Aircraft, as such base may be changed from time to time, shall be referred to as a " Home Base ").

4.           Return . On the earlier of the Expiration Date or the termination of this Agreement pursuant to section 14(a)(i) and, unless the other party agrees to the contrary, upon the conclusion of each flight of such other party's Aircraft on behalf of a party under this Agreement, such other party's Aircraft shall be returned to its Home Base or such other location as the parties may agree. For the sake of clarification, flight time to ferry an Aircraft to the delivery location specified by a party pursuant to section 3, and flights to return the Aircraft to the Home Base or such other location as the parties agree pursuant to this section 4, shall be deemed to be use of the Aircraft by such party.

 

 

 

 

 

 

 

 

 

5.

Use of Aircraft .

(a)        Each party shall use the other party's Aircraft only for the transportation of its employees and guests and shall not obtain compensation for such transportation from any person.

(b)        With respect to the use by a party of the other party's Aircraft under this Agreement, such party shall not violate, and such party shall not permit any of its employees, agents or guests to violate, any applicable law, regulation or rule of the United States, and state, territory or local authority, or any foreign government or subdivision thereof and such party shall not bring or cause to be brought or carried on board such other party's Aircraft, or permit any employee, agent or guest to bring or cause to be brought or carried on board such other party's Aircraft, any contraband or unlawful articles or substances, or anything that is contraband or is an unlawful article or substance in any jurisdiction into or over which such other party's Aircraft is to operate on behalf of such party.

(c)        Each party shall, and each party shall cause its employees, agents and guests to, comply with all lawful instructions and procedures of the other party and its agents and employees regarding such other party's Aircraft, its operation or flight safety.

(d)        Each party acknowledges that its discretion in determining the origin and destination of its flights on the other party's Aircraft under this Agreement shall be subject to the following: (i) such origin and destination, and the routes to reach such origin and destination, are not within or over (A) an area of hostilities, (B) an area excluded from coverage under the insurance policies maintained by such other party with respect to such other party's Aircraft or (C) a country or jurisdiction for which exports or transactions are subject to specific restrictions under any United States export or other law or United Nations Security Council Directive, including without limitation, the Trading With the Enemy Act, 50 U.S.C. App. Section 1 et seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et seq. and the Export Administration Act, 50 U.S.C. App. Section 2401 et seq.; (ii) the flights proposed by such party shall not cause (A) such other party's Aircraft or any part thereof (1) to be used predominately outside of the United States within the meaning of the Section 168(g)(1)(A) of the Internal Revenue Code of 1986, as amended (the " Code "), and (2) to fail to be operated to and from the United States within the meaning of Section 168(g)(4)(A) of the Code; or (B) any item of income, gain, deduction, loss or credit with respect to the transactions contemplated by this Agreement to be treated as derived from, or allocable to, sources without the United States within the meaning of Section 862 of the Code; or (C) such other party or such other party's Aircraft to become liable for any personal property, ad valorem, rental, sales, use, excise, value-added, leasing, leasing use, stamp, or other similar tax, levy, impost, duty, charge, fee or withholding; (iii) the proposed flights do not require the flight crew to exceed any flight or duty time limitations that such other party imposes upon its flight crews; and (iv) in the judgment of the such other party, the safety of flight is not jeopardized.

(e)        Each party acknowledges that, if, in the opinion of the other party (including, its pilot-in-command), flight safety may be jeopardized, such other party may terminate a flight or refuse to commence it without liability for loss, injury or damage occasioned by such termination or refusal. Each party acknowledges that the other party

 

 

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shall not be liable for any loss, damage, cost or expense arising from or related to, directly or indirectly, any delay, cancellation or failure to furnish any transportation pursuant to this Agreement, including, without limitation, when caused by government regulation, law or authority, mechanical difficulty or breakdown, war, civil commotion, strikes or other labor disputes, weather conditions, acts of God, public enemies or any other cause beyond such other party's control.

(f)         LVSC acknowledges that (i) Interface's Aircraft is owned by Yona Aviation Corp. (" Yona Aviation ") and is leased to Interface (the " G-III Lease "), and (ii) LVSC's rights in and to Interface's Aircraft under this Agreement are subject and subordinate to all terms of the G-III Lease and all rights of Yona Aviation in and to the Aircraft and under the G-III Lease, including, without limitation, the right of Yona Aviation to inspect and take possession of the Aircraft from time to time in accordance with the GIII-Lease and applicable law. LVSC acknowledges that Yona Aviation has not made any warranty or representation, either express or implied, as to the design, compliance with specifications, operation, or condition of, or as to the quality of the material, aircraft, or workmanship in, Interface's Aircraft or any component thereof delivered to Interface, and Yona Aviation does not make any warranty of merchantability or fitness of Interface's Aircraft or any component thereof for any particular purpose, or any other representation or warranty, express or implied, with respect to Interface's Aircraft or component thereof.

6.           Pilots . For all flights pursuant to this Agreement, each party shall cause its Aircraft to be operated by pilots who are duly qualified under the Federal Aviation Regulations, including without limitation, with respect to currency and type-rating, who meet all other requirements established and specified by the insurance policies required hereunder.

7.           Operation and Maintenance Responsibilities . Each party shall be in operational control of its Aircraft for all flights on such Aircraft by the other party pursuant to this Agreement. As between the parties, each party shall be solely responsible for the operation and maintenance of its Aircraft.

8.

Flight Specific Expenses .

(a)        The differential cost of operating the Aircraft shall include the differential amount of costs specifically incurred with respect to each flight (including ferry or positioning flights) that are not directly associated with operating the Aircraft, including:

(i)         all fees, including fees for landing, parking, hangar, tie-down, handling, customs, use of airways and permission for overflight;

(ii)

all expenses for flight planning and weather contract services;

 

(iii)

all expenses for catering and in-flight entertainment materials;

(iv)        all travel expenses for pilots, flight attendants and other flight support personnel, including food, lodging and ground transportation;

 

 

 

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(v)

all communications charges, including in-flight telephone.

Costs specifically incurred for a flight are not intended to include costs ordinarily incurred with respect to the operation of the Aircraft such as: hangaring at the Home Base, insurance, crew training, crew salaries and benefits, maintenance, fuel and oil. Each party shall be responsible for arranging and paying for all passenger ground transportation and accommodation in connection with such party's use of the other party's Aircraft.

(b)        Each party shall deliver to the other party an itemized statement of all costs described in section 8(a) and Exhibit A incurred in the previous month with respect to flights by the other party. If the amount of such costs incurred by LVSC exceeds the amount of such costs incurred by Interface, then Interface shall pay LVSC such excess no later than 30 days after receiving LVSC's statement of such costs. If the amount of such costs incurred by Interface exceeds the amount of such costs incurred by LVSC, then LVSC shall pay Interface such excess no later than 30 days after receiving Interface's statement. Each party shall, on request of the other party, provide documentation to support the amount of costs reflected on such party's statements.

9.

Taxes .

(a)        Except for any taxes on, or measured by, the net income of a party imposed by the United States Government or any state or local government or taxing authority in the United States, which shall be the sole responsibility of such party, the other party shall pay to and indemnify such party and its employees and agents (collectively, the " Indemnitees ") for, and hold each Indemnitee harmless from and against, on an after-tax basis, all other income, franchise, gross receipts, rental, sales, use, excise, personal property, ad valorem, value added, leasing, leasing use, stamp, landing, airport use, or other taxes, levies, imposts, duties, charges, fees or withholdings of any nature, together with any penalties, fines, or interest thereon (" Taxes ") arising out of such party's use of such other party's Aircraft and imposed against any Indemnitee, lessee, or the Aircraft, or any part thereof, by any federal or foreign government, any state, municipal or local subdivision, any agency or instrumentality thereof or other taxing authority upon or with respect to the Aircraft, or any part thereof, or upon the ownership, delivery, leasing, possession, use, operation, return, transfer or release thereof, or upon the rentals, receipts or earnings arising therefrom, or upon or with respect to this Agreement. The indemnifying party shall have the right to contest any Taxes, provided that (a) the indemnifying party shall have given to such other party written notice of any such Taxes, which notice shall state that such Taxes are being contested by the indemnifying party in good faith with due diligence and by appropriate proceedings and that the indemnifying party has agreed to indemnify each Indemnitee against any cost, expense, liability or loss (including, without limitation, reasonable attorneys' fees) arising from or in connection with such contest; (b) in such other party's sole judgment, such other party has received adequate assurances of payment of such contested Taxes; and (c) counsel for such other party shall have determined that the nonpayment of any such Taxes or the contest of any such payment in such proceedings does not, in the sole opinion of such counsel, adversely affect the title, property or rights of such other party. In case any report or return is required to be made with respect to any Taxes, the indemnifying party will either (after notice to the other party) make such report or return in such manner as will show that such party owns, leases or otherwise has exclusive possession

 

 

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and control of the Aircraft and send a copy of such report or return to such other party or will notify such other party of such requirement and make such report or return in such manner as shall be satisfactory to such other party. Such other party agrees to cooperate fully with the indemnifying party in the preparation of any such report or return.

(b)        Without limiting the generality of section 9(a), a party using the other party's Aircraft pursuant to this Agreement shall pay to such other party any federal excise taxes applicable with respect to such party's use, or such party's payment for such party's use, of such other party's Aircraft.

10.         Insurance . Each party shall be responsible for all costs to maintain in effect, throughout the Term, insurance policies with respect to its Aircraft providing public liability, property and environmental damage coverage with a combined per occurrence limit of liability of no less than Three Hundred Million Dollars ($300,000,000) and medical expense coverage with a per person limit of liability of no less than Ten Thousand Dollars ($10,000) and providing such other coverages as such party deems appropriate. All insurance policies shall (a) name the other party as an additional insured with respect to such other party's use of such party's Aircraft, (b) not be subject to any offset by any other insurance carried by either party with respect to such other party's use of such party's Aircraft (except for any non-owned insurance coverage that a party may carry that is underwritten by the underwriter(s) of the other party's insurance policies), (c) contain a waiver by the insurer of any subrogation rights against such other party with respect to such other party's use of such party's Aircraft, (d) insure the interest of such other party, regardless of any breach or violation by the party holding the policy or of any other person (other than is solely attributable to the gross negligence or willful misconduct of such other party) of any warranty, declaration or condition contained in such policies, (e) provide that any cancellation or any reduction in the coverage shall not be effective as to such other party until 30 days (or, with respect to war risk insurance, 7 days or such shorter period as may then be customary on the London market, and with respect to cancellation on account of non-payment of premium, 10 days) after receipt by such other party of written notice from the insurer of such cancellation or reduction in coverage, and (f) include a severability of interests endorsement providing that such policy shall operate in the same manner (except for the limits of coverage) as if there were a separate policy covering each insured.

Each party shall submit a copy of this Agreement to the issuer(s) of the insurance policies such party maintains in accordance with this section 10 and shall cause such issuer(s) to provide to the other party a certificate of insurance evidencing compliance with the requirements of this section 10.

11.

Loss or Damage

(a)        Each party shall indemnify, defend and hold harmless the other party and its officers, directors, agents, shareholders, members, managers and employees from and against any and all liabilities, claims (including, without limitation, claims involving or alleging such party's negligence and claims involving strict or absolute liability in tort), demands, suits, causes of action, losses, penalties, fines, expenses (including, without limitation, attorneys' fees) or damages (collectively, " Claims "), whether or not such other party may also be indemnified as to any such Claim by any other person, in any way relating

 

 

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to or arising out of such party's breach of this Agreement; any damage (other than ordinary wear and tear) to such other party's Aircraft caused by the indemnifying party, its employees, agents or guests.

(b)        In the event of loss, theft, confiscation, damage to or destruction of an Aircraft, or any engine or part thereof, from any cause whatsoever (a " Casualty Occurrence ") occurring at any time when a party is using the other party's Aircraft under this Agreement, such party shall furnish such information and execute such documents as may be necessary or reasonably required by such other party or applicable law. Such party shall cooperate fully in any investigation of any claim or loss processed by such other party under such other party's aircraft insurance policy(ies) and in seeking to compel the relevant insurance company or companies to pay any such claims.

(c)        In the event of loss or destruction of all or substantially all of either Aircraft, or damage to either Aircraft that causes it to be irreparable in the opinion of its owner or any insurance carrier providing hull coverage with respect to such Aircraft, or in the event of confiscation or seizure of either Aircraft, this Agreement shall automatically terminate as to such Aircraft and shall terminate as to the other Aircraft when the owner of such Aircraft has used such other Aircraft at least as many hours as the owner of such other Aircraft used the Aircraft prior to such loss, destruction, damage, confiscation or seizure; provided, however, that such termination shall not terminate either party's obligation to cooperate with the other party in seeking to compel the relevant insurance company or companies to pay claims arising from such loss, destruction, damage, confiscation or seizure; provided, further, that the termination of this Agreement shall not affect either party's obligation to pay the other party all accrued and unpaid amounts due hereunder. Except as specifically provided in this section 11(c), this Agreement shall not terminate, and the obligations of neither party shall be affected by reason of any Casualty Occurrence.

12.        Representations and Warranties. Each party represents, warrants and agrees as follows:

(a)         Authorization . Each party has all necessary powers to enter into the transactions contemplated in this Agreement and has taken all actions required to authorize and approve this Agreement.

(b)         Identification . Each party shall keep a legible copy of this Agreement on board the other party's Aircraft at all times when such party is using such other party's Aircraft.

(c)         As-Is Condition: Each party acknowledges that the other party has not made any warranty or representation, either express or implied, as to the design, compliance with specifications, operation, or condition of, or as to the quality of the material, aircraft, or workmanship in, such other party's Aircraft or any component thereof, and such other party makes no warranty of merchantability or fitness of such other party's Aircraft or any component thereof for any particular purpose or as to title to such other party's Aircraft or component thereof, or any other representation or warranty, express or implied, with respect to such other party's Aircraft or component thereof.

 

 

 

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13.         Event of Default . The following shall constitute an Event of Default by a party:

(a)        Such party shall not have made payment of any amount due under section 1 or section 8 within 10 days after the same shall become due; or

(b)        Such party shall have failed to perform or observe (or cause to be performed or observed) any other covenant or agreement required to be performed under this Agreement, and such failure shall continue for 20 days after written notice thereof from the other party to such party; or

(c)        Such party (i) becomes insolvent, (ii) fails to pay its debts when due, (iii) makes any assignment for the benefit of creditors, (iv) seeks relief under any bankruptcy law or similar law for the protection of debtors, (v) suffers a petition of bankruptcy filed against it that is not dismissed within 30 days, or (vi) suffers a receiver or trustee to be appointed for itself or any of its assets, and such is not removed within 30 days.

14.

Default Remedies

(a)        Upon the occurrence of any Event of Default by a party, the other party may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as such other party in its sole discretion shall elect:

(i)         By notice in writing, terminate this Agreement, whereupon all rights of the defaulting party to the use of such other party's Aircraft or any part thereof shall absolutely cease and terminate, but the defaulting party shall remain liable as hereinafter provided; and thereupon the defaulting party, if so requested by such other party, shall, at the defaulting party's expense, promptly return the Aircraft to such other party as required by Section 4, or such other party, at its option, may enter upon the premises where its Aircraft is located and take immediate possession of and remove the same by summary proceedings or otherwise. The defaulting party specifically authorizes the other party's entry upon any premises where such other party's Aircraft may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of such other party's Aircraft. The defaulting party shall forthwith pay to the other party an amount equal to the total of all accrued and unpaid amounts due hereunder, plus any and all losses and damages incurred or sustained by such other party by reason of any default by the defaulting party under this Agreement.

(ii)         Perform or cause to be performed any obligation, covenant or agreement of the defaulting party hereunder. The defaulting party agrees to pay all costs and expenses incurred by the other party for such performance and acknowledges that such performance by such other party shall not be deemed to cure the Event of Default.

(b)        The defaulting party shall be liable for and pay to the other party all costs, charges and expenses, including reasonable attorneys' fees and disbursements, incurred by the other party by reason of the occurrence of any Event of Default or the exercise of such other party's remedies with respect thereto.

 

 

 

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15.

General Provisions

(a)         Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the construction or interpretation of this Agreement.

(b)         Partial Invalidity . If any provision of this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be illegal, invalid, unenforceable or void, then such provision shall be enforced to the extent that it is not illegal, invalid, unenforceable or void, and the remainder of this Agreement, as well as such provision as applied to other persons, shall remain in full force and effect.

(c)         Waiver . With regard to any power, remedy or right provided in this Agreement or otherwise available to any party, (i) no waiver or extension of time shall be effective unless expressly contained in a writing signed by the waiving party, (ii) no alteration, modification or impairment shall be implied by reason of any previous waiver, extension of time, delay or omission in exercise or other indulgence, and (iii) waiver by any party of the time for performance of any act or condition hereunder does not constitute waiver of the act or condition itself.

(d)         Notices . Any notice or other communication required or permitted under this Agreement shall be in writing and be deemed duly given upon actual receipt when delivered personally, by mail, by a courier service that provides delivery receipts, or by facsimile (provided that the original is delivered promptly in accordance with this section 15(d). Notices shall be addressed as specified in writing by the relevant party from time to time and shall initially be as follows:

To LVSC at:

Las Vegas Sands Corp.

3355 Las Vegas Boulevard South

Las Vegas, Nevada 89109

Attention: General Counsel

Fax:

(702) 733-5088

Tel.:

(702) 733-5631

 

To Interface at:

Interface Operations LLC

300 First Avenue

Needham, Massachusetts 02494

Attn: Stephen J. O’Connor

Fax:

(781) 449-6616

Tel.

(781) 449-6500

No objection may be made to the manner of delivery of any notice or other communication in writing actually received by a party.

 

 

 

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(e)         Massachusetts Law . This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, regardless of the choice of law provisions of Massachusetts or any other jurisdiction.

(f)          Entire Agreement . This Agreement (including the attached exhibits) constitutes the entire agreement between the parties pertaining to the subject matter contained in this Agreement and supersedes any prior or contemporaneous agreements, representations and understandings, whether written or oral, of or between the parties with respect to the subject matter of this Agreement. There are no representations, warranties, covenants, promises or undertakings, other than those expressly set forth or referred to herein.

(g)         Amendment . This Agreement may be amended only by a written agreement signed by all of the parties.

(h)         Binding Effect; Assignment . This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective successors and assigns; provided, however, that neither party shall assign any of its rights under this Agreement, and any such purported assignment shall be null, void and of no effect.

(i)          Attorneys' Fees . Should any action (including any proceedings in a bankruptcy court) be commenced between any of the parties to this Agreement or their representatives concerning any provision of this Agreement or the rights of any person or entity thereunder, solely as between the parties or their successors, the party or parties prevailing in such action as determined by the court shall be entitled to recover from the other party all of its costs and expenses incurred in connection with such action (including, without limitation, fees, disbursements and expenses of attorneys and costs of investigation).

(j)          Remedies Not Exclusive . No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity by statute or otherwise. The election of any one or more remedies shall not constitute a waiver of the right to pursue other remedies.

(k)         No Third Party Rights . Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the parties to this Agreement and their respective successors and assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor shall any provision give any third person any right of subrogation or action over or against any party to this Agreement.

(l)          Counterparts . This Agreement may be executed in one or more counterparts, each of which independently shall be deemed to be an original, and all of which together shall constitute one instrument. The parties may exchange executed copies transmitted by telecopier, provided the executed originals are forwarded in accordance with section 15(d).

 

 

 

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(m)        Expenses . Each party shall bear all of its own expenses in connection with the negotiation, execution and delivery of this Agreement.

(n)         Broker/Finder Fees . Each party represents that it has dealt with no broker or finder in connection with the transaction contemplated by this Agreement and that no broker or other person is entitled to any commission or finder's fee in connection therewith. Each party agrees to indemnify and hold harmless the other against any loss, liability, damage, cost, claim or expense incurred by reason of any brokerage commission or finder's fee alleged to be payable because of any act, omission or statement of the indemnifying party.

(o)         Relationship of the Parties . Nothing contained in this Agreement shall in any way create any association, partnership, joint venture, or principal-and-agent relationship between the parties hereto or be construed to evidence the intention of the parties to constitute such.

(p)         Limitation of Liability . Each party agrees to rely solely on the insurance maintained by both parties pursuant to section 10 for coverage of any liability for claims by its passengers or third parties for any liability for property damage or personal injury arising from such party's use of the Aircraft. Further, neither party shall enforce any judgment against the other party for property damage or personal injury arising in connection with the other party's performance of this Agreement in excess of the proceeds of the other party's insurance policies described in section 10, provided that such other party maintained the insurance coverages as required by section 10. Each party waives any and all claims, rights and remedies against the other party, whether express or implied, or arising by operation of law or in equity, for any punitive, exemplary, indirect, incidental or consequential damages whatsoever arising out of this Agreement, and whether or not such party was or should have been aware or advised of the possibility of such damage.

(q)         Survival . All representations, warranties, covenants and agreements, set forth in sections 1 (only the first sentence) 4, 5(a), 5(e), 8, 9, 11, 12, 14, 15 of this Agreement shall survive the expiration or termination of this Agreement.

16.

Truth-In-Leasing  

(a)        DURING THE TWELVE MONTHS PRECEDING THE DATE OF THIS AGREEMENT (OR, IF SHORTER, THE PERIOD FROM THE DATE OF DELIVERY FROM THE MANUFACTURER), LVSC'S AIRCRAFT HAVE BEEN MAINTAINED AND INSPECTED UNDER PART 91 OF THE FEDERAL AVIATION REGULATIONS (" FAR "), AND INTERFACE'S AIRCRAFT HAS BEEN MAINTAINED AND INSPECTED UNDER FAR PART 91. EACH PARTY ACKNOWLEDGES THAT LVSC'S AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER PART 91 FOR OPERATIONS TO BE CONDUCTED UNDER THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT INTERFACE'S AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER FAR PART 91 FOR OPERATIONS TO BE CONDUCTED UNDER THIS AGREEMENT.

 

 

 

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(b)        EACH PARTY ACKNOWLEDGES THAT IT IS RESPONSIBLE FOR OPERATIONAL CONTROL OF ITS AIRCRAFT FOR FLIGHTS UNDER THIS AGREEMENT. EACH PARTY FURTHER CERTIFIES THAT SUCH PARTY UNDERSTANDS ITS RESPONSIBILITY FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS.

(c)        AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND THE PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE.

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

LVSC :

INTERFACE :

 

Las Vegas Sands Corp.

Interface Operations LLC

 

By:

Bradley K. Serwin

By:

Sheldon G. Adelson

 

 

 

 

Title:

General Counsel and Secretary

Title:

President and CEO

 

 

 

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EXHIBIT A                              

 


Aircraft Owner

Aircraft

Charge Relative to G-III59A

Las Vegas Sands Corp.

Gulfstream G-IV
Serial No.: 1280
Registration No.: N531MD

$ - 0 - d

 

Gulfstream G-IV
Serial No.: 1290
Registration No.: N71VR

$ - 0 - d

Interface Operations LLC

Gulfstream G-III59A
Serial No.: 351
Registration No.: N623MS

N/A

 

 

 

 

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EXHIBIT 10.3

AIRCRAFT TIME SHARING AGREEMENT

 

This AIRCRAFT TIME SHARING AGREEMENT (the "Agreement") is made and entered into as of January 1, 2005, by and between Interface Operations LLC, a Delaware limited liability company ("Provider"), and Las Vegas Sands Corp., a Nevada corporation ("Recipient").

In consideration of the mutual promises, agreements, covenants, warranties, representations and provisions contained herein, the parties agree as follows:

1.           Time Sharing of the Aircraft . Subject to the terms and conditions of this Agreement, Provider shall provide Recipient with transportation services on a non-exclusive basis using Provider's aircraft identified as a Gulfstream G-III59A, serial number 351, U.S. registration number N623MS (the "Aircraft"). This Agreement is intended to be a time sharing agreement within the meaning of 14 C.F.R. Section 91.501(c)(1).

2.           Term . The term of this Agreement (the "Term") shall commence on the date of this Agreement and end on December 31, 2006 (the "Expiration Date"). The Expiration Date (as it may be extended) shall be automatically extended by one year if neither party has given notice of non-renewal to the other at least thirty (30) days before the then Expiration Date. Notwithstanding anything to the contrary in this section 2, either party may terminate this Agreement on thirty (30) days' notice, provided that such party is not then in default, and this Agreement shall terminate automatically upon termination of the Lease (as defined in section 6(f).

3.           Delivery to Recipient . Upon the request of Recipient, subject to the availability of the Aircraft as determined by Provider, Provider shall make the Aircraft available to Recipient at such location as Recipient may reasonably request. Recipient acknowledges that Provider currently bases the Aircraft at McCarran International Airport, Las Vegas, Nevada (the "Base").

4.

Fee .

(a)        Recipient shall pay to Provider, for Recipient's use of the Aircraft during the Term the following amounts (referred to collectively as the “Fee”) within 30 days of receipt of an invoice from Provider or its representative with respect to such use:

(i)

twice the cost of the fuel, oil and other additives consumed;

(ii)         all fees, including fees for landing, parking, hangar, tie-down, handling, customs, use of airways and permission for overflight;

(iii)

all expenses for catering and in-flight entertainment materials;

(iv)

all expenses for flight planning and weather contract services;

 

(v)        all travel expenses for pilots, flight attendants and other flight support personnel, including food, lodging and ground transportation; and

 

 

 

 

 

 

 

 

 

(vi)

all communications charges, including in-flight telephone.

(b)        Recipient shall be responsible for arranging and paying for all passenger ground transportation and accommodation in connection with Recipient's use of the Aircraft.

(c)        For the sake of clarification, flights to ferry the Aircraft to the delivery location specified by Recipient pursuant to section 3, and flights to return the Aircraft to the Base or such other location as the parties agree pursuant to section 5, shall be deemed to be use of the Aircraft by Recipient.

5.           Return to Base . On the earlier of the Expiration Date or the termination of this Agreement pursuant to section 16(a)(i) and, unless Provider agrees to the contrary, upon the conclusion of each flight of the Aircraft by Recipient under this Agreement, the Aircraft shall be returned to the Base or such other location as Provider and Recipient may agree.

6.

Use of Aircraft .

(a)        Recipient shall use the Aircraft only for the transportation of its directors, officers, employees and guests and shall not obtain compensation for such transportation from any person.

(b)        Recipient shall not violate, and shall not permit any of its employees, agents or guests to violate, any applicable law, regulation or rule of the United States, or any state, territory or local authority thereof, or any foreign government or subdivision thereof, and shall not bring or cause to be brought or carried on board the Aircraft, or permit any employee, agent or guest to bring or cause to be brought or carried on board the Aircraft, any contraband or unlawful articles or substances, or anything that is contraband or is an unlawful article of substance in any jurisdiction into or over which the Aircraft is to operate on behalf of Recipient.

(c)        Recipient shall, and shall cause its employees, agents and guests to, comply with all lawful instructions and procedures of Provider and its agents and employees regarding the Aircraft, its operation or flight safety.

(d)        Recipient acknowledges that its discretion in determining the origin and destination of flights under this Agreement shall be subject to the following limitations: (i) such origin and destination, and the routes to reach such origin and destination, are not within or over (A) an area of hostilities, (B) an area excluded from coverage under the insurance policies maintained by Provider with respect to the Aircraft or (C) a country or jurisdiction for which exports or transactions are subject to specific restrictions under any United States export or other law or United Nations Security Council Directive, including without limitation, the Trading With the Enemy Act, 50 U.S.C. App. Section 1 et seq., the International Emergency Economic Powers Act, 50 U.S.C. Sections 1701 et seq. and the Export Administration Act, 50 U.S.C. App. Sections 2401 et seq.; (ii) the flights proposed by Recipient shall not cause (A) the Aircraft or any part thereof (1) to be used predominately outside of the United States within the meaning of the Section 168(g)(1)(A) of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) to fail to be operated to and from

 

 

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the United States within the meaning of Section 168(g)(4)(A) of the Code; or (B) any item of income, gain, deduction, loss or credit with respect to the transactions contemplated by this Agreement to be treated as derived from, or allocable to, sources without the United States within the meaning of Section 862 of the Code; (iii) the proposed flights do not require the flight crew to exceed any flight or duty time limitations that Provider imposes upon its flight crews; and (iv) in the judgment of Provider, the safety of flight is not jeopardized.

(e)        Recipient acknowledges that, if, in the view of Provider (including, its pilot-in-command), flight safety may be jeopardized, Provider may terminate a flight or refuse to commence it without liability for loss, injury or damage occasioned by such termination or refusal. Recipient further acknowledges that, in accordance with applicable Federal Aviation Regulations (“FAR”), the qualified flight crew provided by Provider will exercise all of its duties and responsibilities in regard to the safety of each flight conducted hereunder and Recipient specifically agrees that the flight crew, in its sole discretion, may terminate any flight, refuse to commence any flight, or take other action which in the considered judgement of the pilot-in-command is necessitated by considerations of safety. No such action of the pilot-in-command shall create or support any liability for loss, injury, damage or delay to Recipient or any other person. Recipient acknowledges and agrees that Provider shall not be liable under any circumstances for delay or failure to furnish the Aircraft and crew pursuant to this Agreement or for any loss, damage, cost or expense arising from or related to, directly or indirectly, any delay, cancellation or failure to furnish any transportation pursuant to this Agreement, including, but not limited to, when caused by government regulation, law or authority, mechanical difficulty or breakdown, war, civil commotion, strikes or other labor disputes, weather conditions, acts of God, public enemies or any other cause beyond Provider’s control.

(f)         Recipient acknowledges that (i) the Aircraft is owned by Yona Aviation Corp., ("Owner"), and is leased to Provider pursuant to that certain Aircraft Lease Agreement by and between Owner and Provider (the "Lease") and (ii) the rights of Recipient in and to the Aircraft are subject and subordinate to all terms of the Lease and all rights of Owner in and to the Aircraft under the Lease, including without limitation the right of Owner to inspect and take possession of the Aircraft from time to time in accordance with the Lease and applicable law.

Accordingly, Recipient (i) waives any right that it might have to any notice of Owner's intention to inspect, take possession or exercise any other right or remedy in respect of the Aircraft or under the Lease, (ii) waives, as against Owner, all rights to any set-off, defense, counterclaim or cross-claim that it may hold against Provider and (iii) acknowledges that, upon a default of Provider under the Lease, Recipient shall have no further rights in and to the Aircraft.

Recipient acknowledges that Owner has not made any warranty or representation, either express or implied, as to the design, compliance with specifications, operation, or condition of, or as to the quality of the material, aircraft, or workmanship in, the Aircraft or any component thereof, and Owner makes no warranty of merchantability or fitness of the Aircraft or any component thereof for any particular purpose or as to title to the Aircraft or

 

 

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component thereof, or any other representation or warranty, express or implied, with respect to the Aircraft or component thereof.

7.           Pilots . For all flights of the Aircraft by Recipient pursuant to this Agreement, Provider shall cause the Aircraft to be operated by pilots who are duly qualified under the Federal Aviation Regulations, including without limitation, with respect to currency and type-rating, and who meet all other requirements established and specified by the insurance policies required hereunder.

8.           Operation and Maintenance Responsibilities of Provider . Provider shall be in operational control of the Aircraft at all times during the Term and shall operate the Aircraft under FAR Part 91. Provider shall be solely responsible for the operation and maintenance of the Aircraft.

9.           Liens . Recipient shall not directly or indirectly create or incur any liens on or with respect to (i) the Aircraft or any part thereof, (ii) Owner's title thereto, (iii) any interest of Provider or Owner therein, (and Recipient will promptly, at its own expense, take such action as may be necessary to discharge any such lien), except (a) the respective rights of Provider and Recipient as herein provided and (b) liens created by or caused to be created by Owner or Provider.

10.

Taxes .

(a)        Except for any taxes on, or measured by, the net income of Provider imposed by the United States government or any state or local government or taxing authority in the United States, which shall be the sole responsibility of Provider, Recipient shall pay to and indemnify Provider and its employees and agents (collectively, the "Indemnitees") for, and hold each Indemnitee harmless from and against, on an after-tax basis, all other income, personal property, ad valorem, franchise, gross receipts, rental, sales, use, excise, value-added, leasing, leasing use, stamp, landing, airport use, or other taxes, levies, imposts, duties, charges, fees or withholdings of any nature, together with any penalties, fines, or interest thereon ("Taxes") arising out of the transactions between Provider and Recipient contemplated by this Agreement or Recipient’s use of the Aircraft and imposed against any Indemnitee, Recipient, or the Aircraft, or any part thereof, by any federal or foreign government, any state, municipal or local subdivision, any agency or instrumentality thereof, or other taxing authority upon or with respect to the Aircraft, or any part thereof, or upon the ownership, delivery, leasing, possession, use, operation, return, transfer or release thereof, or upon the rentals, receipts or earnings arising therefrom. Recipient shall have the right to contest any Taxes attributable to Recipient; provided that (a) Recipient shall have given to Provider written notice of any such Taxes, which notice shall state that such Taxes are being contested by Recipient in good faith with due diligence and by appropriate proceedings and that Recipient has agreed to indemnify each Indemnitee against any cost, expense, liability or loss (including, without limitation, reasonable attorneys' fees) arising from or in connection with such contest; (b) in Provider's sole judgment, Provider has received adequate assurances of payment of such contested Taxes; and (c) counsel for Provider shall have determined that the nonpayment of any such Taxes or the contest of any such payment in such proceedings does not, in the sole opinion of such counsel, adversely affect the title, property or rights of Provider. In case any report or return

 

 

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is required to be made with respect to any Taxes attributable to Recipient’s use of the Aircraft, Recipient will either (after notice to Provider) make such report or return in such manner as will show the ownership of the Aircraft in Owner and send a copy of such report or return to Provider, or will notify Provider of such requirement and make such report or return in such manner as shall be satisfactory to Provider. Provider agrees to cooperate fully with Recipient in the preparation of any such report or return.

(b)        Without limiting the generality of the foregoing, Recipient shall pay to Provider any federal excise taxes applicable to Recipient's use, or Recipient's payment for Recipient's use, of the Aircraft.

11.         Insurance . Provider shall maintain in effect at its own expense throughout the Term, insurance policies containing such provisions and providing such coverages as Provider deems appropriate. All insurance policies shall (a) name Recipient as an additional insured, (b) not be subject to any offset by any other insurance carried by Provider or Recipient, (c) contain a waiver by the insurer of any subrogation rights against any of Recipient, (d) insure the interest of Recipient, regardless of any breach or violation by the Provider or of any other person (other than is solely attributable to the gross negligence or willful misconduct of Recipient) of any warranty, declaration or condition contained in such policies, and (e) include a severability of interests endorsement providing that such policy shall operate in the same manner (except for the limits of coverage) as if there were a separate policy covering each insured.

12.

Loss or Damage

(a)        Recipient shall indemnify, defend and hold harmless Provider and its officers, directors, agents, shareholders, members, managers and employees from and against any and all liabilities, claims (including, without limitation, claims involving or alleging Provider's negligence and claims involving strict or absolute liability in tort), demands, suits, causes of action, losses, penalties, fines, expenses (including, without limitation, attorneys' fees) or damages (collectively, "Claims"), whether or not Provider may also be indemnified as to any such Claim by any other person, to the extent relating to or arising out of Recipient's breach of this Agreement or any damage (other than ordinary wear and tear) to the Aircraft caused by Recipient, its employees or guests.

(b)        In the event of loss, theft, confiscation, damage to or destruction of the Aircraft, or any engine or part thereof, from any cause whatsoever (a "Casualty Occurrence") occurring at any time when Recipient is using the Aircraft under this Agreement, Recipient shall furnish such information and execute such documents as may be necessary or required by Provider or applicable law. Recipient shall cooperate fully in any investigation of any claim or loss processed by Provider under the Aircraft insurance policy/policies and in seeking to compel the relevant insurance company or companies to pay any such claims.

(c)        In the event of total loss or destruction of all or substantially all of the Aircraft, or damage to the Aircraft that causes it to be irreparable in the opinion of Provider or any insurance carrier providing hull coverage with respect to the Aircraft, or in the event of confiscation or seizure of the Aircraft, this Agreement shall automatically terminate;

 

 

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provided, however, that such termination of this Agreement shall not terminate the obligation of Recipient to cooperate with Provider in seeking to compel the relevant insurance company or companies to pay claims arising from such loss, destruction, damage, confiscation or seizure; provided, further, that the termination of this Agreement shall not affect the obligation of Recipient to pay Provider all accrued and unpaid Fee and all other accrued and unpaid amounts due hereunder.

(d)        For the sake of clarification, the Aircraft shall be deemed not available to Recipient after any Casualty Occurrence until such time thereafter as Provider has returned the Aircraft to service. Provider shall have no obligation to return the Aircraft to service after any Casualty Occurrence.

13.         Representations, Warranties and Agreements of Recipient . Recipient represents, warrants and agrees as follows:

(a)         Authorization . Recipient has all necessary powers to enter into the transactions contemplated in this Agreement and has taken all actions required to authorize and approve this Agreement.

(b)         Identification . Recipient shall keep a legible copy of this Agreement in the Aircraft at all times when Recipient is using the Aircraft.

(c)         As-Is Condition. Recipient acknowledges that Provider has not made any warranty or representation, either express or implied, as to the design, compliance with specifications, operation, or condition of, or as to the quality of the material, aircraft, or workmanship in, the Aircraft or any component thereof, and Provider makes no warranty of merchantability or fitness of the Aircraft or any component thereof for any particular purpose or as to title to the Aircraft or component thereof, or any other representation or warranty, express or implied, with respect to the Aircraft or component thereof.

14.         Representations, Warranties and Agreements of Provider . Provider represents, warrants and agrees as follows:

(a)         Authorization . Provider has all necessary powers to enter into the transaction contemplated in this Agreement and has taken all action necessary to authorize and approve this Agreement.

(b)         FAA Registration . The Aircraft's registration with the FAA names Owner as the owner of the Aircraft.

15.

Event of Default . The following shall constitute an Event of Default:

(a)        Recipient shall not have made payment of any amount due under section 4 within ten (10) days after the same shall become due; or

(b)        Recipient shall have failed to perform or observe (or cause to be performed or observed) any other covenant or agreement required to be performed under this Agreement and such failure shall continue for twenty (20) days after written notice thereof from Provider to Recipient; or

 

 

 

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(c)        Recipient (i) becomes insolvent, (ii) fails to pay its debts when due, (iii) makes any assignment for the benefit of creditors, (iv) seeks relief under any bankruptcy law or similar law for the protection of debtors, (v) suffers a petition of bankruptcy filed against it that is not dismissed within thirty (30) days, or (vi) suffers a receiver or trustee to be appointed for itself or any of its assets, and such is not removed within thirty (30) days.

16.

Provider's Remedies

(a)        Upon the occurrence of any Event of Default, Provider may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Provider in its sole discretion shall elect:

(i)         By notice in writing, terminate this Agreement, whereupon all rights of Recipient to the use of the Aircraft or any part thereof shall absolutely cease and terminate, but Recipient shall remain liable as provided in this Agreement and Provider, at its option, may enter upon the premises where the Aircraft is located and take immediate possession of and remove the same by summary proceedings or otherwise. Recipient specifically authorizes Provider's entry upon any premises where the Aircraft may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft. Recipient shall forthwith pay to Provider an amount equal to the total accrued and unpaid Fee and all other accrued and unpaid amounts due hereunder, plus any and all losses and damages incurred or sustained by Provider by reason of any default by Recipient under this Agreement.

(b)        Recipient shall be liable for all costs, charges and expenses, including reasonable attorneys' fees and disbursements, incurred by Provider by reason of the occurrence of any Event of Default or the exercise of Provider's remedies with respect thereto.

17.

General Provisions

(a)         Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the construction or interpretation of this Agreement.

(b)         Partial Invalidity . If any provision of this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be illegal, invalid, unenforceable or void, then such provision shall be enforced to the extent that it is not illegal, invalid, unenforceable or void, and the remainder of this Agreement, as well as such provision as applied to other persons, shall remain in full force and effect.

(c)         Waiver . With regard to any power, remedy or right provided in this Agreement or otherwise available to any party, (i) no waiver or extension of time shall be effective unless expressly contained in a writing signed by the waiving party, (ii) no alteration, modification or impairment shall be implied by reason of any previous waiver, extension of time, delay or omission in exercise or other indulgence, and (iii) waiver by any

 

 

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party of the time for performance of any act or condition hereunder does not constitute waiver of the act or condition itself.

(d)         Notices . Any notice or other communication required or permitted under this Agreement shall be in writing and shall be deemed duly given upon actual receipt, if delivered personally or by telecopy; or three (3) days following deposit in the United States mail, if deposited with postage pre-paid, return receipt requested, and addressed to such address as may be specified in writing by the relevant party from time to time, and which shall initially be as follows:

To Recipient at:

Las Vegas Sands Corp.

3355 Las Vegas Blvd. South

Las Vegas, Nevada 89109

Attn: General Counsel

Fax: (702) 733-5088

Tel.: (702) 733-5631

 

To Provider at:

Interface Operations LLC

300 First Avenue

Needham, Massachusetts 02494

Attn: Stephen J. O’Connor

Fax:

(781) 449-6616

Tel.

(781) 449-6500

 

No objection may be made to the manner of delivery of any notice or other communication in writing actually received by a party.

(e)         Massachusetts Law . This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, regardless of the choice of law provisions of Massachusetts or any other jurisdiction.

(f)          Entire Agreement . This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in this Agreement and supersedes any prior or contemporaneous agreements, representations and understandings, whether written or oral, of or between the parties with respect to the subject matter of this Agreement. There are no representations, warranties, covenants, promises or undertakings, other than those expressly set forth or referred to herein.

(g)         Amendment . This Agreement may be amended only by a written agreement signed by all of the parties.

(h)         Binding Effect; Assignment . This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective successors and assigns; provided, however, that Recipient may not assign any of its rights under this Agreement, and any such purported assignment shall be null, void and of no effect.

 

 

 

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(i)          Attorneys' Fees . Should any action (including any proceedings in a bankruptcy court) be commenced between any of the parties to this Agreement or their representatives concerning any provision of this Agreement or the rights of any person or entity thereunder, solely as between the parties or their successors, the party or parties prevailing in such action as determined by the court shall be entitled to recover from the other party all of its costs and expenses incurred in connection with such action (including, without limitation, fees, disbursements and expenses of attorneys and costs of investigation).

(j)          Remedies Not Exclusive . No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity by statute or otherwise. The election of any one or more remedies shall not constitute a waiver of the right to pursue other remedies.

(k)         No Third Party Rights . Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the parties to this Agreement and their respective successors and assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor shall any provision give any third person any right of subrogation or action over or against any party to this Agreement.

(l)          Counterparts . This Agreement may be executed in one or more counterparts, each of which independently shall be deemed to be an original, and all of which together shall constitute one instrument.

(m)        Expenses . Each party shall bear all of its own expenses in connection with the negotiation, execution and delivery of this Agreement.

(n)         Broker/Finder Fees . Each party represents that it has dealt with no broker or finder in connection with the transaction contemplated by this Agreement and that no broker or other person is entitled to any commission or finder's fee in connection therewith. Provider and Recipient each agree to indemnify and hold harmless one another against any loss, liability, damage, cost, claim or expense incurred by reason of any brokerage commission or finder's fee alleged to be payable because of any act, omission or statement of the indemnifying party.

(o)         Relationship of the Parties . Nothing contained in this Agreement shall in any way create any association, partnership, joint venture, or principal-and-agent relationship between the parties hereto or be construed to evidence the intention of the parties to constitute such.

(p)         Limitation of Damages . Recipient waives any and all claims, rights and remedies against Provider, whether express or implied, or arising by operation of law or in equity, for any punitive, exemplary, indirect, incidental or consequential damages whatsoever arising out of this Agreement.

 

 

 

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(q)         Survival . All representations, warranties, covenants and agreements, set forth in sections 4, 5, 6(a), 6(e), 6(f), 9, 10, 12, 13, 14, 16, and 17 of this Agreement shall survive the expiration or termination of this Agreement.

18.

Truth-In-Leasing

(a)        THE PARTIES HAVE REVIEWED THE AIRCRAFT'S MAINTENANCE RECORDS AND OPERATING LOGS AND HAVE FOUND THAT, DURING THE PRECEDING TWELVE MONTHS (OR, IF SHORTER, THE PERIOD SINCE THE AIRCRAFT WAS MANUFACTURED) THE AIRCRAFT HAS BEEN MAINTAINED AND INSPECTED UNDER FAR PART 91. RECIPIENT ACKNOWLEDGES THAT THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER FAR PART 91 FOR OPERATIONS TO BE CONDUCTED UNDER THIS AGREEMENT.

(b)        RECIPIENT ACKNOWLEDGES THAT PROVIDER IS RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT FOR FLIGHTS UNDER THIS AGREEMENT. PROVIDER AND RECIPIENT EACH CERTIFIES THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS.

(c)        RECIPIENT UNDERSTANDS THAT AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND THE PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE.

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

PROVIDER

RECIPIENT

 

INTERFACE OPERATIONS LLC

LAS VEGAS SANDS CORP.

 

By:

Bradley K. Serwin

By:

Sheldon G. Adelson

 

 

 

 

Title:

General Counsel and Secretary

Title:

President and CEO

 

 

 

 

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EXHIBIT 31.1

SECTION 302 CERTIFICATION

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)) 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)         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

(c)         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 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 controls over financial reporting.


Date:   November 14, 2005

 

By:       /s/ Sheldon G. Adelson
             ——————————————
Name:   Sheldon G. Adelson
Title:     Chief Executive Officer

EXHIBIT 31.2

SECTION 302 CERTIFICATION

I, Scott D. Henry, 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)) 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)         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

(c)         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 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 controls over financial reporting.


Date:   November 14, 2005

 

By:       /s/ Scott D. Henry
             ——————————————
Name:   Scott D. Henry
Title:     Senior Vice President and Chief Financial Officer

Exhibit 32.1

        In connection with the Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 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.

Date:   November 14, 2005

 

By:       /s/ Sheldon G. Adelson
             ——————————————
Name:   Sheldon G. Adelson
Title:     Chief Executive Officer

Exhibit 32.2

        In connection with the Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 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.

Date:   November 14, 2005

 

By:       /s/ Scott D. Henry
             ——————————————
Name:   Scott D. Henry
Title:     Senior Vice President and Chief Financial Officer