LAS VEGAS SANDS CORP (Form: 10-K, Received: 02/28/2014 16:25:07)

Large accelerated filer

Accelerated filer

Non-Accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

EXHIBIT 10.2

EXECUTION VERSION

AMENDMENT AND RESTATEMENT AGREEMENT

dated as of December 19, 2013

among

LAS VEGAS SANDS, LLC,

as Borrower

GUARANTORS PARTY HERETO,

LENDERS PARTY HERETO,

and

THE BANK OF NOVA SCOTIA,

as Administrative Agent and Collateral Agent

AMENDMENT AND RESTATEMENT AGREEMENT dated as of December 19, 2013 (this “ Amendment ”), to the Amended and Restated Credit and Guaranty Agreement dated as of August 18, 2010 (the “ Existing Credit Agreement ”), among LAS VEGAS SANDS, LLC, a Nevada limited liability company (the “ Borrower ”), the Guarantors party thereto, the Lenders party thereto and The Bank of Nova Scotia, as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”) and as collateral agent (in such capacity, the “ Collateral Agent ”).

A. Pursuant to the Existing Credit Agreement, the Lenders (as defined therein, the “ Existing Lenders” ) have extended credit to the Borrower in an aggregate amount not to exceed $3,642,000,000, consisting of (i) $752,777,573.70 aggregate principal amount of Original Tranche B Term Loans (such capitalized term and other capitalized terms used in this paragraph A have the meanings given to them in the Existing Credit Agreement), (ii) $1,415,322,565.30 aggregate principal amount of Extended Tranche B Term Loans, (iii) $154,431,108.60 aggregate principal amount of Original Delayed Draw I Term Loans, (iv) $284,458,305.30 aggregate principal amount of Extended Delayed Draw I Term Loans, (v) $77,091,047.50 aggregate principal amount of Original Delayed Draw II Term Loans, (vi) $207,919,399.60 aggregate principal amount of Extended Delayed Draw II Term Loans and (vii) $750,000,000 aggregate principal amount of Revolving Commitments.

B. The Borrower has requested that the Existing Credit Agreement be amended and restated in the form of the Second Amended and Restated Credit and Guaranty Agreement attached hereto as Exhibit A to, among other things, set forth the terms and conditions of the Revolving Loans and Term B Loans and permit Borrower to issue additional indebtedness that would be secured on a parri passu or junior basis with the Secured Obligations.

C. Upon the Restatement Date (as defined below), the terms of the outstanding (i) Tranche B Term Loans (as defined in the Existing Credit Agreement), (ii) Delayed Draw I Term Loans (as defined in the Existing Credit Agreement) and (iii) Delayed Draw II Term Loans (as defined in the Existing Credit Agreement) (each loan listed in clauses (i) through (iii), an “ Existing Term Loan ” and collectively, the “ Existing Term Loans ”) of each Existing Lender that approves this Amendment and offers to convert its Existing Term Loans into Term B Loans (as defined in the Amended Credit Agreement) by executing and delivering to the Administrative Agent (or its counsel), on or prior to 11:59 p.m., New York City time, on December 18, 2013 (the “ Delivery Time ”), a signature page to this Amendment designating itself as a “ Converting Term Lender ” (each Existing Lender with an outstanding Existing Term Loan that does not so designate itself, being referred to herein as a “ Declining Term Lender ”) will be modified as set forth herein.

D. Upon the Restatement Date, the terms of the outstanding Revolving Commitments of each Existing Lender that approves this Amendment and offers to convert its Revolving Commitments and Revolving Loan (if any) (as such terms are defined in the Existing Credit Agreement, the “ Existing Revolving Commitments ” and the “ Existing Revolving Loans ,” respectively) into Revolving Commitments and Revolving Loans (as such terms are defined in the Amended Credit Agreement (as defined below)) by executing and delivering to the Administrative Agent (or its counsel), on or prior to the Delivery Time, a signature page to this Amendment designating itself as a “ Converting Revolving Lender ” (each Existing Lender with a

Revolving Commitment that does not so designate itself, being referred to herein as a “ Declining Revolving Lender ”) will be modified as set forth herein.

E. All capitalized terms used but not defined herein shall have the meanings given them in the Amended Credit Agreement (as defined below).

Accordingly, the parties hereto hereby agree as follows:

SECTION 1. Amendment and Restatement of the Existing Credit Agreement. Effective as of the Restatement Date, the Existing Credit Agreement is hereby amended and restated in its entirety in the form of Exhibit A hereto (the Existing Credit Agreement, as so amended and restated, being referred to as the “ Amended Credit Agreement ”).

SECTION 2. Term B Loan . Subject to the terms and conditions set forth herein and in the Amended Credit Agreement, as of the Restatement Date, each Converting Term Lender agrees that its Existing Term Loans (to the extent allocated by the Arrangers (as defined below) of the Amended Credit Agreement) will be modified to become a Term B Loan of like outstanding aggregate principal amount. The Existing Term Loans of Converting Term Lenders not allocated to be modified to become a Term B Loan and the Existing Term Loans of each Declining Term Lender shall be repaid in full in cash in accordance with Section 2.13 of the Existing Credit Agreement.

SECTION 3. Revolving Commitments . Subject to the terms and conditions set forth herein and in the Amended Credit Agreement, as of the Restatement Date, each Converting Revolving Lender agrees that its Existing Revolving Commitments and outstanding Existing Revolving Loans (if any and to the extent allocated by the Arrangers of the Amended Credit Agreement) will be modified to become Revolving Commitments and Revolving Loans of like outstanding principal amount. The Existing Revolving Commitments and Existing Revolving Loans (if any) of Converting Revolving Lenders not allocated to become a Revolving Commitment or Revolving Loan and the Existing Revolving Commitments and Existing Revolving Loans of each Declining Revolving Lender shall be repaid in full in cash in accordance with Section 2.13 of the Existing Credit Agreement. The Interest Periods and Adjusted Eurodollar Rates in effect for the Revolving Loans (if any) immediately prior to the Restatement Date shall remain in effect for the Revolving Loans resulting from the effectiveness of this Amendment on the Restatement Date, notwithstanding any contrary provision of Section 2.8 or 2.9 of the Existing Credit Agreement or the Amended Credit Agreement, with only (i) the Applicable Margin for the Revolving Loans and Swing Line Loans and Letters of Credit allocable to the Revolving Commitments and (ii) the Applicable Revolving Commitment Fee Percentage applicable to the Revolving Commitments changing as of, and with effect from and after, the Restatement Date.

SECTION 4. New Lenders. Subject to the terms and conditions set forth herein and in the Amended Credit Agreement, as of the Restatement Date, each Lender party hereto, that is not an Existing Lender (each such Lender, a “ New Lender ” and collectively, the “ New Lenders ”), agrees to make to the Borrower Term B Loans or Revolving Loans, as the case may be, pursuant to Sections 2.1 and 2.2 of the Amended Credit Agreement, respectively.

- 2 -

SECTION 5. Commitment Termination and Prepayments . (a) The Borrower hereby permanently reduces any unallocated portion of a Converting Revolving Lender’s Existing Revolving Commitments and the Existing Revolving Commitments of each Declining Revolving Lender (the “ Commitment Reduction ”), such reduction to be effected immediately prior to the Restatement Date, but only if the Restatement Date occurs.

(b) On the Restatement Date, the Borrower shall prepay in full the Existing Term Loans and Existing Revolving Loans (if any), together with all accrued and unpaid fees and interest with respect to such Existing Term Loans and Existing Revolving Loans of Converting Term Lenders or Converting Revolving Lenders, respectively, that are not allocated to be modified to become Term B Loans or Revolving Loans, respectively, and that are held by the Declining Term Lenders and Declining Revolving Lenders, respectively, pursuant to Section 2.13 of the Existing Credit Agreement (the “ Prepayment ”).

(c) Execution and delivery of this Amendment by the Borrower and the Requisite Lenders on or prior to the Restatement Date shall be deemed to satisfy the notice requirements of the Existing Credit Agreement and the Amended Credit Agreement in connection with the Commitment Reduction and the Prepayment.

SECTION 6. Fees . The Borrower agrees to pay to the Administrative Agent, on the Restatement Date, the fees set forth in the Amended and Restated Engagement Letter dated as of December 17, 2013 (the “ Engagement Letter ”) between the Borrower and the Arrangers (as defined therein) and in the Confidential Administrative Agent Fee Letter dated as of December 18, 2013 between the Borrower and the Administrative Agent.

SECTION 7. Representations and Warranties . To induce the other parties hereto to enter into this Amendment, the Borrower represents and warrants to each of the other parties hereto, that: (a) the representations and warranties set forth in Article IV of the Amended Credit Agreement and the other Credit Documents are true, correct and complete in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true, correct and complete in all material respects as of such earlier date and (b) after giving effect to this Amendment, no Default or Potential Event of Default has occurred and is continuing.

SECTION 8. Effectiveness . This Amendment and the Amended Credit Agreement shall become effective as of the first date (the “ Restatement Date ”) that each of the following conditions have been satisfied:

(a) The Administrative Agent (or its counsel) shall have received counterparts of this Amendment that, when taken together, bear the signatures of (i) the Borrower, (ii) the Guarantors, (iii) the New Lenders, (iv) the Administrative Agent, (v) the Collateral Agent, (vi) the Swing Line Lender, (vii) the Issuing Lender and (viii) each Converting Term Lender and Converting Revolving Lender.

(b) The Second Amended and Restated Security Agreement shall substantially contemporaneously with the effectiveness of this Amendment be entered into by the Collateral Agent and the Grantors party thereto. The Collateral Agent shall have received

- 3 -

evidence that a Uniform Commercial Code financing statement filing in the jurisdiction of organization of each Credit Party has been provided for and evidence of filings with the United States Patent and Trademark Office and United States Copyright Office necessary or desirable to perfect the Liens created by the Security Agreement. The Collateral Agent shall have received certified copies of UCC, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Credit Party as debtor and that are filed in those state and county jurisdictions in which any Credit Party is organized or maintains its principal place of business and such other searches that the Collateral Agent reasonably deems necessary.

(c) To the extent required by the Security Agreement and not previously delivered, the Collateral Agent shall have received all certificates, agreements or instruments representing or evidencing Pledged Debt (as defined in the Security Agreement) accompanied by instruments of transfer undated and endorsed in blank and all other certificates, agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments and all Pledged Debt of each Credit Party (as each such term is defined in the Security Agreement and to the extent required by the Security Agreement.

(d) The Administrative Agent shall have received (i) copies of each Organizational Document of each Credit Party, certified by the applicable Credit Party (or certifying that there has been no change to such documents since they were last delivered to the Administrative Agent); (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents being executed on the Restatement Date to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Amendment and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Restatement Date, certified as of the Restatement Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Restatement Date.

(e) The Lenders shall have received copies of the favorable written opinions of (i) Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel for Credit Parties, substantially in the form of Exhibit P-1 to the Amended Credit Agreement and (ii) Lionel Sawyer & Collins LLP, Nevada counsel for the Credit Parties, substantially in the form of Exhibit P-2 to the Amended Credit Agreement, in each case dated the Restatement Date (and each Credit Party hereby instructs such counsel to deliver such opinions to the Agents and Lenders).

(f) The Borrower shall have paid (i) to the Administrative Agent, the fees payable on the Restatement Date referred to in Section 6, (ii) to the Administrative Agent and to the Arrangers, all fees and other amounts due and payable to them on or prior to the Restatement Date, including, to the extent invoiced, reimbursement or payment of all

- 4 -

out-of-pocket expenses required to be reimbursed or paid by the Borrower in connection with this Amendment and (iii) (x) to each Revolving Lender under the Amended Credit Agreement an amount equal to 0.40% of the aggregate principal amount of such Revolving Lender’s Revolving Commitments and Revolving Loans under the Amended Credit Agreement and (y) an amount equal to 0.50% of the aggregate principal amount of such Term B Lender’s Term B Loan under the Amended Credit Agreement, which may take the form of original issue discount on the Term B Loans.

(g) The Borrower shall have made the Prepayment and the Commitment Reduction, and shall have paid all amounts required to be paid by it in connection therewith.

(h) On the Restatement Date, the Administrative Agent and the Arrangers shall have received a Solvency Certificate from the Borrower, substantially in the form of Exhibit R to the Amended Credit Agreement, demonstrating that after giving effect to the consummation of the transactions contemplated hereunder, the Borrower and its Subsidiaries, taken as a whole, are and will be Solvent.

(i) The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Credit Party relating thereto, with respect to any Mortgaged Property located in a special flood hazard area).

SECTION 9. Post-Closing Obligations. Within thirty (30) days of the Restatement Date (or such longer period as the Administrative Agent may agree in its sole discretion):

(a) The Administrative Agent shall have received with respect to each Deed of Trust encumbering Mortgaged Property, a Deed of Trust Amendment (as defined in the Amended Credit Agreement).

(b) The Administrative Agent shall have received with respect to each Mortgage Amendment, a copy of the existing Mortgage Policies and an endorsement with respect thereto (each, a “ Mortgage Policy Endorsement ,” collectively, the “ Mortgage Policy Endorsements ”) relating to the Deed of Trust encumbering the Mortgaged Property subject to such Deed of Trust assuring the Collateral Agent that such Deed of Trust, as amended by such Deed of Trust Amendment is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Administrative Agent for the benefit of the Secured Parties free and clear of all defects, encumbrances and liens except as expressly permitted by Section 6.2 of the Amended Credit Agreement, and such Mortgage Policy Endorsement shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent.

(c) The Administrative Agent shall have received with respect to each Mortgage Amendment, opinions of local counsel to the Credit Parties, which opinions (x) shall be addressed to the Administrative Agent and each of Secured Parties and be dated the Restatement Date, (y) shall cover the enforceability of the respective Deed of

- 5 -

Trust as amended by such Deed of Trust Amendment and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request and (z) shall be in form and substance reasonably satisfactory to the Administrative Agent.

(d) The Administrative Agent shall have received evidence reasonably acceptable to the Administrative Agent of payment by the Borrower of all applicable title insurance premiums, search and examination charges, survey costs and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Deed of Trust Amendments and issuance of the Mortgage Policy Endorsement.

(e) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, and a copy of the flood insurance policy and a declaration page relating to, the insurance policies required by the last paragraph of Section 5.5 of the Amended Credit Agreement which (i) shall (a) identify the addresses of each property located in a special flood hazard area, (b) indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating thereto and (c) provide that the insurer will give the Collateral Agent 45 days written notice of cancellation or non-renewal and (ii) shall be otherwise in form and substance reasonably satisfactory to the Administrative Agent.

(f) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.5 of the Amended Credit Agreement and any applicable provisions of the Collateral Documents.

(g) The Collateral Agent shall have received evidence of filing of appropriate documents or instruments with the United States Patent and Trademark Office to record the name change of Interface-Group Nevada, Inc. to Sands Expo and Convention Center Inc. with respect to the applicable Intellectual Property pledged pursuant to the Credit Documents.

(h) The Borrower shall have used commercially reasonable efforts (including using such efforts following the extension of the thirty-day post-Restatement Date period if such extension is granted by the Administrative Agent) to file a Uniform Commercial Code financing statement amendment, in form and substance reasonably satisfactory to the Collateral Agent, in respect of the Uniform Commercial Code financing statement by Axis Capital, Inc., as creditor, and Venetian Casino Resort, LLC, as debtor (#2013011015-3).

(i) The Collateral Agent shall have received the promissory note, dated as of June 20, 2008, as amended on January 1, 2009, by and between Venetian Casino Resort, LLC, as lender and Primewine LLC, as borrower, accompanied by a duly executed instrument of transfer or assignment in blank.

SECTION 10. Reaffirmation . Each of the Borrower and the Guarantors, by its signature below, hereby (a) confirms its respective guarantees, pledges and grants of security interests, as applicable, under each of the Credit Documents to which it is a party, and agrees that,

- 6 -

notwithstanding the effectiveness of this Amendment or the Amended Credit Agreement, such guarantees, pledges and grants of security interests shall continue to be in full force and effect and shall continue to accrue to the benefit of the Lenders and the Secured Parties and (b) confirms that all of the representations and warranties made by it contained in the Amended Credit Agreement and each of the other Credit Documents are true, correct and complete in all material respects on and as of the Restatement Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true, correct and complete in all material respects as of such earlier date.

SECTION 11. Effect of Restatement. (a) The Amended Credit Agreement shall, except as otherwise expressly set forth therein, supersede the Existing Credit Agreement from and after the Restatement Date with respect to the transactions under the Amended Credit Agreement and with respect to the Loans and Letters of Credit outstanding under the Existing Credit Agreement as of the Closing Date. All references in the other Credit Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to the Amended Credit Agreement.

(b) Except as expressly provided with respect to the Prepayment and the Commitment Reduction, neither this Amendment nor the effectiveness of the Amended Credit Agreement shall extinguish the Obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the Lien or priority of any Credit Document or any other security therefor or any guarantee thereof, and the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Nothing herein contained shall be construed as a substitution or novation, or a payment and reborrowing, or a termination, of the Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment, the Amended Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Existing Credit Agreement or the Borrower or any other Credit Party under any Credit Document from any of its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided in this Amendment and in the Amended Credit Agreement. The Existing Credit Agreement and each of the other Credit Documents shall remain in full force and effect, until and except as modified hereby. This Amendment shall constitute a Credit Document for all purposes of the Existing Credit Agreement and the Amended Credit Agreement.

SECTION 12. Notices . All notices hereunder shall be given in accordance with the provisions of Section 10.1 of the Amended Credit Agreement.

SECTION 13. Applicable Law . THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF .

- 7 -

SECTION 14. Jurisdiction . ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AMENDMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (B) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1 OF THE AMENDED CREDIT AGREEMENT; (D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES THAT AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION.

SECTION 15. Costs and Expenses . The Borrower agrees to reimburse the Administrative Agent and the Arrangers to the extent set forth in the Engagement Letter for their reasonable and documented out-of-pocket expenses incurred in connection with this Amendment, including the reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent and the Arrangers (in the case of the Arrangers, as provided for in the Engagement Letter).

SECTION 16. Counterparts . This Amendment may be executed in counterparts and by different parties hereto on different counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 8 hereof. Delivery of an executed signature page to this Amendment by facsimile or other electronic method of transmission shall be effective as delivery of a manually signed counterpart of this Amendment.

SECTION 17. Headings . Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.

[Remainder of Page Intentionally Left Blank]

- 8 -

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be duly executed as of the date first above written.

	LAS VEGAS SANDS, LLC


	By:	/s/ Michael A. Leven
	Name:	Michael A. Leven
	Title:	Secretary, President &
		Chief Operating Officer

[Signature Page to Amendment and Restatement Agreement]

	VENETIAN CASINO RESORT, LLC By: Las Vegas Sands, LLC its Managing Member


	By:	/s/ Michael A. Leven
	Name:	Michael A. Leven
	Title:	Secretary, President &
		Chief Operating Officer

	SANDS EXPO & CONVENTION CENTER, INC.


	By:	/s/ Michael A. Leven
	Name:	Michael A. Leven
	Title:	Director

	VENETIAN MARKETING, INC.


	By:	/s/ Michael A. Leven
	Name:	Michael A. Leven
	Title:	Director

	SANDS PENNSYLVANIA, INC.


	By:	/s/ Michael A. Leven
	Name:	Michael A. Leven
	Title:	Secretary & President

[Signature Page to Amendment and Restatement Agreement]

	THE BANK OF NOVA SCOTIA, as Administrative Agent, Collateral Agent, Swing Line Lender, Issuing Bank and a Lender


	By:	/s/ Diane Emanuel
	Name:	Diane Emanuel
	Title:	Managing Director

[Signature Page to Amendment and Restatement Agreement]

EXECUTION VERSION

EXHIBIT A

EXHIBIT A-1 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (the “Assignment” ) is dated as of the Effective Date set forth below and is entered into by and between [ Insert name of Assignor ] (the “Assignor” ) and [ Insert name of Assignee ] (the “Assignee” ). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as it may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement” ), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, the interest in and to all of the Assignor’s rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the respective facilities identified below (including, to the extent included in any such facilities, letters or credit and swingline loans) (the “Assigned Interest” ). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and the Credit Agreement, without representation or warranty by the Assignor.

Assignor and Assignee hereby agree that, upon giving effect to the assignment and assumption described above, (i) Assignee shall be a party to the Credit Agreement and shall have all of the rights and obligations under the Credit Documents, and shall be deemed to have made all of the covenants and agreements contained in the Credit Documents, arising out of or otherwise related to the Assigned Interest, and (ii) Assignor shall be absolutely released from any of such obligations, covenants and agreements assumed or made by Assignee in respect of the Assigned Interest. Assignee hereby acknowledges and agrees that the agreement set forth in this paragraph is expressly made for the benefit of the Borrower, Administrative Agent, Assignor and the other Lenders and their respective successors and permitted assigns.

Assignor:

Assignee:

and is an Eligible Assignees

Borrower:

Las Vegas Sands, LLC

Administrative Agent:

The Bank of Nova Scotia, as the administrative agent under the Credit Agreement

EXHIBIT A-1-1

Credit Agreement:

The $3,500,000,000 Second Amended and Restated Credit and Guaranty Agreement dated as of December 19, 2013 among Las Vegas Sands, LLC, certain subsidiaries of the Borrower as Guarantors, the Lenders parties thereto, The Bank of Nova Scotia, as Administrative Agent, and the other agents parties thereto

6.	Assigned Interest:

Facility Assigned	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans 1
______________ 2	$____________	$____________	$____________%
______________	$____________	$____________	$____________%
______________	$____________	$____________	$____________%

Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

7.	Notice and Wire Instructions:

	[NAME OF ASSIGNOR]		[NAME OF ASSIGNEE]

	Notices :		Notices :




	Attention: Telecopier:		Attention: Telecopier:

________________________

1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Loan”, “Term B Loan”, etc.).

EXHIBIT A-1-2

with a copy to:




	Attention: Telecopier:		Attention: Telecopier:

Wire Instructions :

EXHIBIT A-1-3

The terms set forth in this Assignment are hereby agreed to:

	ASSIGNOR [NAME OF ASSIGNOR]

	By:
	Title:

	ASSIGNEE [NAME OF ASSIGNEE]

	By:
	Title:

[Consented to and] 3 Accepted:

THE BANK OF NOVA SCOTIA , as Administrative Agent

By:
Title:

[Consented to:] 4

LAS VEGAS SANDS, LLC

By:
Title:

________________________
3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

4 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

EXHIBIT A-1-4

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT

AND ASSUMPTION AGREEMENT

1.	Representations and Warranties .

1.1

Assignor . The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby; (b) acknowledges that the Assignee makes no representation that it is not in possession of material non-public information and (c) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with any Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document delivered pursuant thereto, other than this Assignment, or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

1.2

Assignee . The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) it has experience and expertise in the making of or investing in loans such as the Loans, (iv) it has acquired the Assigned Interest for its own account in the ordinary course of its business and without a view to distribution of the Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws, (v) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (vi) it has received a copy of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has made such analysis and decision, and (vii) if it is a Non-U.S. Lender, attached to the Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on

EXHIBIT A-1-5

such documents and information as it shall deem appropriate at that time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

2.	Payments . All payments with respect to the Assigned Interests shall be made on the Effective Date as follows:

2.1

With respect to Assigned Interests for Term Loans, unless notice to the contrary is delivered to the Lender from the Administrative Agent, payment to the Assignor by the Assignee in respect of the Assigned Interest shall include such compensation to the Assignor as may be agreed upon by the Assignor and the Assignee with respect to all unpaid interest which has accrued on the Assigned Interest to but excluding the Effective Date. On and after the applicable Effective Date, the Assignee shall be entitled to receive all interest paid or payable with respect to the Assigned Interest, whether such interest accrued before or after the Effective Date.

2.2

With respect to Assigned Interests for Revolving Loans, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

General Provisions . This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to conflict of laws principles thereof.

[Remainder of page intentionally left blank]

EXHIBIT A-1-6

EXHIBIT A-2 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF AFFILIATE LENDER ASSIGNMENT AND ASSUMPTION AGREEMENT

This Affiliate Lender Assignment and Assumption Agreement (the “Affiliate Lender Assignment” ) is dated as of the Effective Date set forth below and is entered into by and between [ Insert name of Assignor ] (the “Assignor” ) and [ Insert name of Assignee ] (the “Assignee” ). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as it may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement” ), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Affiliate Lender Assignment as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, the interest in and to all of the Assignor’s rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the respective facilities identified below (including, to the extent included in any such facilities, letters or credit and swingline loans) (the “Assigned Interest” ). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Affiliate Lender Assignment and the Credit Agreement, without representation or warranty by the Assignor.

Assignor:

Assignee:

and is an Affiliate Lender

Borrower:

Las Vegas Sands, LLC

Administrative Agent:

The Bank of Nova Scotia, as the administrative agent under the Credit Agreement

EXHIBIT A-2-1

Credit Agreement:

Assigned Interest:

Facility Assigned	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans 1
______________ 2	$____________	$____________	$____________%
______________	$____________	$____________	$____________%
______________	$____________	$____________	$____________%

Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

7.	Notice and Wire Instructions:

	[NAME OF ASSIGNOR]		[NAME OF ASSIGNEE]

	Notices :		Notices :




	Attention: Telecopier:		Attention: Telecopier:

________________________

1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Term B Loan”, “Other Term Loan”, etc.).

EXHIBIT A-2-2

with a copy to:




	Attention: Telecopier:		Attention: Telecopier:

Wire Instructions :

EXHIBIT A-2-3

The terms set forth in this Assignment are hereby agreed to:

	ASSIGNOR [NAME OF ASSIGNOR]

	By:
	Title:

	ASSIGNEE [NAME OF ASSIGNEE]

	By:
	Title:

[Consented to and] 3 Accepted:

THE BANK OF NOVA SCOTIA , as Administrative Agent

By:
Title:

[Consented to:] 4

LAS VEGAS SANDS, LLC

By:
Title:

________________________

3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

4 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

EXHIBIT A-2-4

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR AFFILIATE LENDER ASSIGNMENT

AND ASSUMPTION AGREEMENT

1.	Representations and Warranties .

1.1

Assignor . The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliate Lender Assignment and to consummate the transactions contemplated hereby; (b) acknowledges that the Assignee makes no representation that it is not in possession of material non-public information and (c) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with any Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document delivered pursuant thereto, other than this Affiliate Lender Assignment, or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

1.2

Assignee . The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliate Lender Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) it has acquired the Assigned Interest for its own account and without a view to distribution of the Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws, (v) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (vi) it has received a copy of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Affiliate Lender Assignment and to purchase the Assigned Interest on the basis of which it has made such analysis and decision, (vii) it is sophisticated with respect to, capable of evaluating and understanding, has participated in, is knowledgeable about and understands credit agreements of a type similar to the Credit Agreement, (viii) it is relying on the advice of its counsel and financial advisors with respect to this Affiliate Lender Assignment and in evaluating the terms, risks and conditions of the Credit Agreement, (ix) it

EXHIBIT A-2-5

has performed a due diligence review of the Borrower and its Affiliates, the Credit Agreement and the transactions contemplated thereby and is responsible for its decision to participate in the Credit Agreement, (x) if it is a Non-U.S. Lender, attached to the Affiliate Lender Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee and (xi) as of the Effective Date, after giving effect to the assignment of the Assigned Interest pursuant to this Affiliate Lender Assignment, the aggregate principal amount of all Term Loans held by all Affiliate Lenders (other than Debt Fund Affiliate Lenders) does not exceed 25% of the aggregate principal amount of the Term Loans outstanding; (b) acknowledges the limitation on the rights of Lenders that are Affiliate Lenders set forth in the Credit Agreement, including Section 10.6 thereof and (c) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at that time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

2.	Payments . All payments with respect to the Assigned Interests shall be made on the Effective Date as follows:

2.1

2.2

General Provisions . This Affiliate Lender Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. The parties hereto agree that, if such Affiliate Lender is LVSC, a Credit Party or a respective Subsidiary thereof, the provisions of Section 10.06(j)(iv) of the Credit Agreement are incorporated by reference herein mutatis mutandis as if stated herein in full. This Affiliate Lender Assignment may be executed in any number of counterparts, which

EXHIBIT A-2-6

together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Affiliate Lender Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Affiliate Lender Assignment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to conflict of laws principles thereof.

[Remainder of page intentionally left blank]

EXHIBIT A-2-7

EXHIBIT B-1 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to the Second Amended and Restated Credit and Guaranty Agreement, dated as of December 19, 2013 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement” ; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Las Vegas Sands, LLC ( “Borrower” ), certain subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, The Bank of Nova Scotia, as Administrative Agent, Collateral Agent, Swing Line Lender and Issuing Bank (“ Scotiabank ”), Barclays Bank PLC (“ Barclays ”), Citigroup Global Markets Inc. (“ Citi ”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“ Merrill Lynch ”), BNP Paribas Securities Corp. (“ BNP Paribas ”), Goldman Sachs Bank USA (“ Goldman Sachs ”) and Scotiabank, as Arrangers, Barclays and Citi, as Syndication Agents, Merrill Lynch, BNP Paribas and Goldman Sachs, as Documentation Agents and Credit Agricole Corporate & Investment Bank, Morgan Stanley Senior Funding, Inc., The Royal Bank of Scotland and Sumitomo Mitsui Banking Corporation, as Senior Managing Agents.

Pursuant to the provisions of Section 2.20(g)(ii)(2)(C) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly complete d and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

EXHIBIT B-1-1

[NAME OF LENDER]

By:
	Name:
	Title:

Date: ________ __, 20[ ]

EXHIBIT B-1-2

EXHIBIT B-2 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 2.20(g)(ii)(2)(C) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either

EXHIBIT B-2-1

the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:
	Name:
	Title:

Date: ________ __, 20[ ]

EXHIBIT B-2-2

EXHIBIT B-3 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 2.20(g)(ii)(2)(C) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

EXHIBIT B-3-1

[NAME OF PARTICIPANT]

By:
	Name:
	Title:

Date: ________ __, 20[ ]

EXHIBIT B-3-2

EXHIBIT B-4 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 2.20(g)(ii)(2)(C) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

EXHIBIT B-4-1

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]

By:
	Name:
	Title:

Date: ________ __, 20[ ]

EXHIBIT B-4-2

EXHIBIT C TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

[INTENTIONALLY OMITTED]

EXHIBIT C-1

EXHIBIT D TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF COMPLIANCE CERTIFICATE

THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS :

1. I am the [_____] of LAS VEGAS SANDS, LLC ( “Borrower” ).

2. I have reviewed the terms of that certain Second Amended and Restated Credit and Guaranty Agreement, dated as of December 19, 2013 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement” ; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Las Vegas Sands, LLC ( “Borrower” ), certain subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, The Bank of Nova Scotia, as Administrative Agent, Collateral Agent, Swing Line Lender and Issuing Bank (“ Scotiabank ”), Barclays Bank PLC (“ Barclays ”), Citigroup Global Markets Inc. (“ Citi ”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“ Merrill Lynch ”), BNP Paribas Securities Corp. (“ BNP Paribas ”), Goldman Sachs Bank USA (“ Goldman Sachs ”) and Scotiabank, as Arrangers, Barclays and Citi, as Syndication Agents, Merrill Lynch, BNP Paribas and Goldman Sachs, as Documentation Agents and Credit Agricole Corporate & Investment Bank, Morgan Stanley Senior Funding, Inc., The Royal Bank of Scotland and Sumitomo Mitsui Banking Corporation, as Senior Managing Agents, and I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and condition of the Credit Parties during the accounting period covered by the attached financial statements.

3. The examination described in paragraph 2 above did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Event of Default or Potential Event of Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth in a separate attachment, if any, to this Certificate, describing in detail, the nature of the condition or event, the period during which it has existed and the action which Borrower has taken, is taking, or proposes to take with respect to each such condition or event.

The foregoing certifications, together with the computations set forth in the Annex A hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered [__________], 20[__] pursuant to Section 5.1(c) of the Credit Agreement.

	LAS VEGAS SANDS, LLC


	By:
	Name:
	Title:	[_____]

EXHIBIT D-1

ANNEX A TO

COMPLIANCE CERTIFICATE

FOR THE FISCAL [QUARTER] [YEAR] ENDING [mm/dd/yy] .

1. Consolidated Adjusted EBITDA : (i) - (ii) =			$[____,____,____]

(i)	(a)	Consolidated Net Income:	$[____,____,____]

	(b)	Consolidated Interest Expense:	$[____,____,____]

	(c)	provisions for taxes based on income to the extent deducted in calculating Consolidated Net Income:	$[____,____,____]

	(d)	total depreciation expense:	$[____,____,____]

	(e)	total amortization expense:	$[____,____,____]

	(f)	total pre-opening and development expenses:	$[____,____,____]

	(g)	total amortization of deferred gain and deferred rent incurred as a result of the sale of the retail mall spaces within the Resort Complex:	$[____,____,____]

	(h)	expenses and charges related to the transactions contemplated by the Credit Agreement and the other Credit Documents:	$[____,____,____]

	(i)	expenses and charges paid to any Lender, any Agent or any indemnity pursuant to Section 10.3 of the Credit Agreement or any comparable provision of any other Credit Document:	$[____,____,____]

	(j)	other non-cash items reducing Consolidated Net Income 1 :	$[____,____,____]

________________________

1 Excluding any such non-cash item to the extent that it represents an accrual or reserve for potential cash items in any future period or amortization of a non-extraordinary cash item prepaid in the ordinary course of business in a prior period.

EXHIBIT D-2

	(ii)	other non-cash items increasing Consolidated Net Income 2 :		$[____,____,____]

2. Consolidated Interest Expense :				$[____,____,____]

3. Consolidated Net Income : (i) - (ii) =				$[____,____,____]

	(i)	the net income (or loss) of the Credit Parties on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP and before any reduction in respect of preferred stock dividends:		$[____,____,____]

	(ii)	(a)	the income (or loss) of any Person (other than a Credit Party or a Restaurant Joint Venture), except to the extent of the amount of dividends or other distributions actually paid to the Credit Parties by such Person during such period:	$[____,____,____]

		(b)	any amounts accrued that are paid or payable to managers of Restaurant Joint Ventures as management fees, or to equity owners (other than Credit Parties) in Restaurant Joint Ventures in accordance with their percentage of Equity Interests therein:	$[____,____,____]

		(c)	the income (or loss) of any Person accrued prior to the date it is merged into or consolidated with Borrower or any other Credit Party or that Person’s assets are acquired by Borrower or any other Credit Party:	$[____,____,____]

________________________

2 Excluding any such non-cash item to the extent it represents the reversal of an accrual or reserve for potential cash item in any prior period.

EXHIBIT D-3

(d)	any after-tax gains or losses attributable to (i) Asset Sales consummated pursuant to Section 6.7(a), (d), (q) or (r) of the Credit Agreement, (ii) returned surplus assets of any Pension Plan or (iii) the disposition of any Securities or the extinguishment of any Indebtedness of any Person or any of its restricted subsidiaries:	$[____,____,____]

(e)	dividends or distributions from any Excluded Subsidiary to Borrower or any other Credit Party which are used to fund their share of any applicable tax payments to be made under the Tax Sharing Agreement:	$[____,____,____]

(f)	the effect of non-cash accounting adjustments resulting from a change in the tax status of a flow-through tax entity to a “C-corporation” or other entity taxed similarly:	$[____,____,____]

(g)	any net extraordinary gains or net extraordinary losses:	$[____,____,____]

(h)	any refinancing (or, in the case of the Amendment Agreement, transaction) costs, amortization or charges (including premiums, costs, amortization and charges associated with the Amendment Agreement and the transactions contemplated thereby or any permitted refinancing of the New Senior Notes, any LVSC Debt that is guaranteed by the Credit Parties or any of the Obligations):	$[____,____,____]

EXHIBIT D-4

		(i)	any compensation charge or expenses realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other rights:	$[____,____,____]

4. Consolidated Total Debt : (i) + (ii) – (iii) =				$[____,____,____]

	(i)	the aggregate stated balance sheet amount of all Indebtedness of the Credit Parties (other than any Shareholder Subordinated Indebtedness), determined on a consolidated basis in accordance with GAAP:		$[____,____,____]

	(ii)	all LVSC Debt that is guaranteed by the Credit Parties:		$[____,____,____]

	(iii)	the aggregate stated balance sheet amount of unrestricted Cash and Cash Equivalents (including, in any event, deposits received from Palazzo Condo Tower Sales) of the Credit Parties determined on a consolidated basis in accordance with GAAP as of such date:		$[____,____,____]

5. Consolidated Leverage Ratio 3 : (i)/(ii) =

	(i)	Consolidated Total Debt:		$[____,____,____]

________________________

3 In any period of four consecutive Fiscal Quarters in which a Permitted Acquisition or Significant Asset Sale occurs, the Consolidated Leverage Ratio shall be determined on a pro forma basis in accordance with Section 1.4 of the Credit Agreement.

EXHIBIT D-5

(ii)	Consolidated Adjusted EBITDA for the period consisting of, if such date is a Quarterly Date, the Fiscal Quarter ending on such date and each of the three immediately preceding Fiscal Quarters, or if such date is not a Quarterly Date, the four full Fiscal Quarters most recently ended for which financial statements have been (or were required to be) delivered.:		$[____,____,____]

		Actual: Required:	__.__:1.00 __.__:1.00

EXHIBIT D-6

EXHIBIT E TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF CONVERSION/CONTINUATION NOTICE

Pursuant to Section 2.9 of the Credit Agreement, Borrower desires to convert or to continue the following Loans, each such conversion and/or continuation to be effective as of [ ]:

1. Term B Loans:

	$[____,____,____]	Eurodollar Rate Loans to be continued with Interest Period of [ ] month(s)
	$[____,____,____]	Base Rate Loans to be converted to Eurodollar Rate Loans with Interest Period of [ ] month(s)
	$[____,____,____]	Eurodollar Rate Loans to be converted to Base Rate Loans

2. Revolving Loans:

	$[____,____,____]	Eurodollar Rate Loans to be continued with Interest Period of [ ] month(s)
	$[____,____,____]	Base Rate Loans to be converted to Eurodollar Rate Loans with Interest Period of [ ] month(s)
	$[____,____,____]	Eurodollar Rate Loans to be converted to Base Rate Loans

EXHIBIT E-1

[In the case of a conversion to Eurodollar Rate Loans, Borrower hereby certifies that as of the date hereof, no event that would constitute an Event of Default or a Potential Event of Default has occurred and is continuing.] 1

Date: [________]	LAS VEGAS SANDS, LLC


	By:
	Name:
	Title:

________________________

1 To be added only if requested in writing by the Requisite Lenders.

EXHIBIT E-2

EXHIBIT F TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF COUNTERPART AGREEMENT

This COUNTERPART AGREEMENT , dated [ ] (this “Counterpart Agreement” ) is delivered pursuant to that certain Second Amended and Restated Credit and Guaranty Agreement, dated as of December 19, 2013 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement” ; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Las Vegas Sands, LLC ( “Borrower” ), certain subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, The Bank of Nova Scotia, as Administrative Agent, Collateral Agent, Swing Line Lender and Issuing Bank (“ Scotiabank ”), Barclays Bank PLC (“ Barclays ”), Citigroup Global Markets Inc. (“ Citi ”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“ Merrill Lynch ”), BNP Paribas Securities Corp. (“ BNP Paribas ”), Goldman Sachs Bank USA (“ Goldman Sachs ”) and Scotiabank, as Arrangers, Barclays and Citi, as Syndication Agents, Merrill Lynch, BNP Paribas and Goldman Sachs, as Documentation Agents and Credit Agricole Corporate & Investment Bank, Morgan Stanley Senior Funding, Inc., The Royal Bank of Scotland and Sumitomo Mitsui Banking Corporation, as Senior Managing Agents.

Section 1 . Pursuant to Section 5.11 of the Credit Agreement, the undersigned hereby:

2. (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof;

3. (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Credit Document and applicable to the undersigned is true and correct in all material respects both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct in all material respects as of such earlier date;

4. (c) no event has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof, that would constitute an Event of Default or a Potential Event of Default;

5. (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Section 7 of the Credit Agreement; and

6. (e) the undersigned hereby (i) agrees that this counterpart may be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all

EXHIBIT F-1

the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to Collateral Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to Collateral Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement.

Section 2. The undersigned agrees from time to time, upon request of Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Agreement. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given in pursuant to Section 10.1 of the Credit Agreement, and all for purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

[Remainder of page intentionally left blank]

EXHIBIT F-2

IN WITNESS WHEREOF , the undersigned has caused this Counterpart Agreement to be duly executed and delivered by its duly authorized officer as of the date above first written.

	[NAME OF SUBSIDIARY]


	By:
	Name:
	Title:

Address for Notices:




	Attention:
	Telecopier

with a copy to:




	Attention:
	Telecopier

ACKNOWLEDGED AND ACCEPTED,

as of the date above first written:

THE BANK OF NOVA SCOTIA , as Administrative Agent and Collateral Agent

By:
Name:
Title:

EXHIBIT F-3

EXHIBIT G-1 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

[FORM OF DEED OF TRUST (VENETIAN SITE)]

See execution version

EXHIBIT G-1-1

EXHIBIT G-2 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

[FORM OF DEED OF TRUST (PALAZZO SITE)]

See execution version

EXHIBIT G-2-1

EXHIBIT G-3 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

[FORM OF DEED OF TRUST (CENTRAL PARK WEST SITE)]

See execution version

EXHIBIT G-3-1

EXHIBIT G-4 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

[FORM OF DEED OF TRUST (SECC SITE)]

See execution version

EXHIBIT G-4-1

EXHIBIT G-5 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

[INTENTIONALLY OMITTED]

EXHIBIT G-5-1

EXHIBIT H-1 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

[INTENTIONALLY OMITTED]

EXHIBIT H-2-1

EXHIBIT H-2 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF REVOLVING LOAN NOTE

$[ 1 ][____,____,____]
December [_], 2013	New York, New York

FOR VALUE RECEIVED, LAS VEGAS SANDS, LLC , a Nevada limited liability company ( “Borrower” ), promises to pay [ NAME OF LENDER ] ( “Payee” ) or its registered assigns, on or before [ ], the lesser of (a) [1][ DOLLARS ] ($[1][ , , ]) and (b) the unpaid principal amount of all advances made by Payee to Borrower as Revolving Loans under the Credit Agreement referred to below.

Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Second Amended and Restated Credit and Guaranty Agreement, dated as of December 19, 2013 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement” ; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Las Vegas Sands, LLC ( “Borrower” ), certain subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, The Bank of Nova Scotia, as Administrative Agent, Collateral Agent, Swing Line Lender and Issuing Bank (“ Scotiabank ”), Barclays Bank PLC (“ Barclays ”), Citigroup Global Markets Inc. (“ Citi ”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“ Merrill Lynch ”), BNP Paribas Securities Corp. (“ BNP Paribas ”), Goldman Sachs Bank USA (“ Goldman Sachs ”) and Scotiabank, as Arrangers, Barclays and Citi, as Syndication Agents, Merrill Lynch, BNP Paribas and Goldman Sachs, as Documentation Agents and Credit Agricole Corporate & Investment Bank, Morgan Stanley Senior Funding, Inc., The Royal Bank of Scotland and Sumitomo Mitsui Banking Corporation, as Senior Managing Agents.

This Note is one of the “Revolving Loan Notes” in the aggregate principal amount of $[ , , ] and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Loans evidenced hereby were made and are to be repaid.

All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal Office of Administrative Agent or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by Administrative Agent and recorded in the Register, Borrower, each Agent and Lenders shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made

________________________

[ 1 ] Lender’s Revolving Credit Commitment

EXHIBIT H-2-2

hereunder and of the date to which interest hereon has been paid; provided, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of Borrower hereunder with respect to payments of principal of or interest on this Note.

This Note is subject to mandatory prepayment and to prepayment at the option of Borrower, each as provided in the Credit Agreement.

THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.

The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

No reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations of Borrower, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed.

Borrower promises to pay all costs and expenses, including reasonable attorney’s fees, to the extent provided in the Credit Agreement, incurred in the collection and enforcement of this Note. Borrower and any endorsers of this Note hereby waive diligence, presentment, protest, demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

[Remainder of page intentionally left blank]

EXHIBIT H-2-3

IN WITNESS WHEREOF , Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

	LAS VEGAS SANDS, LLC


	By:
	Name:
	Title:

EXHIBIT H-2-4

TRANSACTIONS ON

REVOLVING LOAN NOTE

Date	Amount of Loan Made This Date	Amount of Principal Paid This Date	Outstanding Principal Balance This Date	Notation Made By

EXHIBIT H-2-5

EXHIBIT H-3 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF SWING LINE NOTE

$[ 1 ][____,____,____]
December [_], 2013	New York, New York

FOR VALUE RECEIVED , LAS VEGAS SANDS, LLC , a Nevada limited liability company ( “Borrower” ), promises to pay to THE BANK OF NOVA SCOTIA , as Swing Line Lender ( “Payee” ), on or before [ ]), the lesser of (a) [1][ DOLLARS ] ($[ , , ]) and (b) the unpaid principal amount of all advances made by Payee to Borrower as Swing Line Loans under the Credit Agreement referred to below.

This Note is the “Swing Line Note” and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Swing Line Loans evidenced hereby were made and are to be repaid.

All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal Office of Swing Line Lender or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement.

This Note is subject to mandatory prepayment and to prepayment at the option of Borrower, each as provided in the Credit Agreement.

THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND

________________________

[ 1 ] Swing Line Sublimit

EXHIBIT H-3-1

ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

[Remainder of page intentionally left blank]

EXHIBIT H-3-2

IN WITNESS WHEREOF , Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

	LAS VEGAS SANDS, LLC


	By:
	Name:
	Title:

EXHIBIT H-3-3

TRANSACTIONS ON

SWING LINE NOTE

Date	Amount of Loan Made This Date	Amount of Principal Paid This Date	Outstanding Principal Balance This Date	Notation Made By

EXHIBIT H-3-4

EXHIBIT H-4 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF TERM B LOAN NOTE

$[ 1 ][____,____,____]
December [_], 2013	New York, New York

FOR VALUE RECEIVED , LAS VEGAS SANDS, LLC , a Nevada limited liability company ( “Borrower” ), promises to pay [ NAME OF LENDER ] ( “Payee” ) or its registered assigns the principal amount of [1][ DOLLARS ] ($[1][ , , ]) in the installments referred to below.

Borrower shall make principal payments on this Note as set forth in Section 2.12 of the Credit Agreement.

This Note is one of the “Term B Loan Notes” in the aggregate principal amount of $[ , , ] and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Term Loan evidenced hereby was made and is to be repaid.

All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal Office of Administrative Agent or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement or Settlement Confirmation effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by Administrative Agent and recorded in the Register, Borrower, each Agent and Lenders shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee hereby agrees, by its acceptance

________________________

[ 1 ] Lender’s Term B Loan Commitment

EXHIBIT H-4-1

hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of Borrower hereunder with respect to payments of principal of or interest on this Note.

This Note is subject to mandatory prepayment and to prepayment at the option of Borrower, each as provided in the Credit Agreement.

The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

[Remainder of page intentionally left blank]

EXHIBIT H-4-2

IN WITNESS WHEREOF , Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

	LAS VEGAS SANDS, LLC


	By:
	Name:
	Title:

EXHIBIT H-4-3

EXHIBIT H-5 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

[INTENTIONALLY OMITTED]

EXHIBIT H-5-1

EXHIBIT H-6 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF FIRST LIEN INTERCREDITOR AGREEMENT

See attached

EXHIBIT H-6-1

EXHIBIT I TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF FUNDING NOTICE

Reference is made to the Second Amended and Restated Credit and Guaranty Agreement, dated as of December 19, 2013 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement” ; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Las Vegas Sands, LLC ( “Borrower” ), by and among Las Vegas Sands, LLC ( “Borrower” ), certain subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, The Bank of Nova Scotia, as Administrative Agent, Collateral Agent, Swing Line Lender and Issuing Bank (“ Scotiabank ”), Barclays Bank PLC (“ Barclays ”), Citigroup Global Markets Inc. (“ Citi ”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“ Merrill Lynch ”), BNP Paribas Securities Corp. (“ BNP Paribas ”), Goldman Sachs Bank USA (“ Goldman Sachs ”) and Scotiabank, as Arrangers, Barclays and Citi, as Syndication Agents, Merrill Lynch, BNP Paribas and Goldman Sachs, as Documentation Agents and Credit Agricole Corporate & Investment Bank, Morgan Stanley Senior Funding, Inc., The Royal Bank of Scotland and Sumitomo Mitsui Banking Corporation, as Senior Managing Agents.

Pursuant to Section 2.1 or 2.2 or 2.3 of the Credit Agreement, Borrower desires that Lenders make the following Loans to Borrower in accordance with the applicable terms and conditions of the Credit Agreement on [ ] (the “Credit Date” ):

[ Term B Loans

o	Base Rate Loans:	$[ , , ]

o	Eurodollar Rate Loans, with an initial Interest Period of _____ month(s):	$[ , , ] ]

[ Revolving Loans

o	Base Rate Loans:	$[ , , ]

o	Eurodollar Rate Loans, with an initial Interest Period of _____ month(s):	$[ , , ] ]

[ Swing Line Loans		$[ , , ] ]

Borrower hereby certifies that:

(i) after making the Loans requested on the Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect;

EXHIBIT I-1

(ii) as of the Credit Date, the representations and warranties contained in each of the Credit Documents are true, correct and complete in all material respects on and as of such Credit Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true, correct and complete in all material respects on and as of such earlier date; and

(iii) as of the Credit Date, no event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Potential Event of Default.

Date: [________]	LAS VEGAS SANDS, LLC


	By:
	Name:
	Title:

EXHIBIT I-2

EXHIBIT J TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF INTERCOMPANY SUBORDINATED DEMAND PROMISSORY NOTE

Note Number: [ ]

Dated: December [_], 2013

FOR VALUE RECEIVED, LAS VEGAS SANDS, LLC and each of its Restricted Subsidiaries (collectively, the “Group Members” and each, a “Group Member” ) which is a party to this intercompany subordinated demand promissory note (the “Promissory Note” ) promises to pay to the order of such other Group Member as makes loans to such Group Member (each Group Member which borrows money pursuant to this Promissory Note is referred to herein as a “Payor” and each Group Member which makes loans and advances pursuant to this Promissory Note is referred to herein as a “Payee” ), on demand, in lawful money of the United States of America, in immediately available funds and at the appropriate office of the Payee, the aggregate unpaid principal amount of all loans and advances heretofore and hereafter made by such Payee to such Payor and any other indebtedness now or hereafter owing by such Payor to such Payee as shown in the books and records of such Payee. The failure to show any such Indebtedness or any error in showing such Indebtedness shall not affect the obligations of any Payor hereunder. Capitalized terms used herein but not otherwise defined herein shall have the meanings given such terms in the Second Amended and Restated Credit and Guaranty Agreement, dated as of December 19, 2013 (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “Credit Agreement” ), by and among Las Vegas Sands, LLC ( “Borrower” ), certain subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, The Bank of Nova Scotia, as Administrative Agent, Collateral Agent, Swing Line Lender and Issuing Bank (“ Scotiabank ”), Barclays Bank PLC (“ Barclays ”), Citigroup Global Markets Inc. (“ Citi ”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“ Merrill Lynch ”), BNP Paribas Securities Corp. (“ BNP Paribas ”), Goldman Sachs Bank USA (“ Goldman Sachs ”) and Scotiabank, as Arrangers, Barclays and Citi, as Syndication Agents, Merrill Lynch, BNP Paribas and Goldman Sachs, as Documentation Agents and Credit Agricole Corporate & Investment Bank, Morgan Stanley Senior Funding, Inc., The Royal Bank of Scotland and Sumitomo Mitsui Banking Corporation, as Senior Managing Agents.

The unpaid principal amount hereof from time to time outstanding shall bear interest at a rate equal to the rate as may be agreed upon in writing from time to time by the relevant Payor and Payee; provided , that, at the Collateral Agent’s option following the occurrence and during the continuation of an Event of Default under the Credit Agreement ( “Secured Debt Default” ), overdue amounts shall bear interest at the rate per annum then applicable to Base Rate Loans (as defined in the Credit Agreement), plus 2.0% per annum. Interest shall be due and payable on the last day of each month commencing after the date hereof or at such other times as may be agreed upon in writing from time to time by the relevant Payor and Payee. Upon demand for payment of any principal amount hereof, accrued but unpaid interest on such principal amount shall also be due and payable. Interest shall be paid in lawful money of the United States of America and in immediately available funds. Interest shall be computed for the actual number of days elapsed on the basis of a year consisting of 365 days.

EXHIBIT J-1

Each Payor and any endorser of this Promissory Note hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

This Promissory Note has been pledged by each Payee to the Collateral Agent for the benefit of the Secured Parties, as security for such Payee’s obligations, if any, under the Credit Documents and any documents related to any Parri Passu Indebtedness to which such Payee is a party. Each Payor acknowledges and agrees that the Collateral Agent and the other Secured Parties may exercise all the rights of the Payees under this Promissory Note during the continuance of an Event of Default (as defined in the Credit Agreement) and will not be subject to any abatement, reduction, recoupment, defense, setoff or counterclaim available to such Payor until the Obligations then due and payable have been paid in full.

Each Payee agrees that any and all claims of such Payee against any Payor or any endorser of this Promissory Note, or against any of their respective properties, shall be subordinate and subject in right of payment to the Secured Obligations (as defined in the Security Agreement) until all of the Secured Obligations then due and payable have been performed and paid in full in cash in immediately available funds, no letters of credit are outstanding under any Credit Documents and all commitments to extend credit under any Credit Document have been terminated; provided , that each Payor may make payments to the applicable Payee so long as no Secured Debt Default shall have occurred and be continuing; and provided , further , that all loans and advances made by a Payee pursuant to this Promissory Note shall be received by the applicable Payor subject to the provisions of the Credit Documents. Notwithstanding any right of any Payee to ask, demand, sue for, take or receive any payment from any Payor, all rights, Liens and security interests of such Payee, whether now or hereafter arising and howsoever existing, in any assets of any Payor (whether constituting part of the security or collateral given to the Collateral Agent or any other Secured Party to secure payment of all or any part of the Secured Obligations or otherwise) shall be and hereby are subordinated to the rights of the Collateral Agent or any other Secured Party in such assets until all Secured Obligations (as defined in the Security Agreement) then due and payable have been paid in full. Except as permitted by the Credit Documents, the Payees shall have no right to possession of any such asset or to foreclose upon, or exercise any other remedy in respect of, any such asset, whether by judicial action or otherwise, unless and until all of the Secured Obligations (other than unmatured indemnification obligations) shall have been performed and paid in full in cash in immediately available funds, no letters of credit are outstanding under any Credit Documents and all commitments have been expired or terminated.

If all or any part of the assets of any Payor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of any Payor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any Payor is dissolved or if (except as permitted by the Credit Documents) all or substantially all of the assets of any Payor are sold, then, and in any such event, any payment or distribution of any kind or character, whether in cash, securities or other investment property, or otherwise, which shall be payable or deliverable upon or with respect to any indebtedness of such Payor to any Payee ( “Payor Indebtedness” ) shall be paid or delivered directly to the Collateral Agent for application to any of the Secured Obligations in accordance with the terms

EXHIBIT J-2

of the Credit Agreement, due or to become due, until the date on which the Secured Obligations (other than unmatured indemnification obligations) shall have been performed and paid in full in cash in immediately available funds, no letters of credit shall be outstanding under any Credit Documents (unless cash collateralized on terms reasonably satisfactory to the Issuing Bank) and all commitments to extend credit under any Credit Document shall have expired or been terminated. Each Payee irrevocably authorizes, empowers and appoints the Collateral Agent as such Payee’s attorney-in-fact (which appointment is coupled with an interest and is irrevocable and is effective upon the occurrence of an Event of Default) to demand, sue for, collect and receive every such payment or distribution and give acquittance therefor and to make and present for and on behalf of such Payee such proofs of claim and take such other action, in the Collateral Agent’s own name or in the name of such Payee or otherwise, as the Collateral Agent may deem necessary or advisable for the enforcement of this Promissory Note. Each Payee also agrees to execute, verify, deliver and file any such proofs of claim in respect of the Payor Indebtedness requested by the Collateral Agent. The Collateral Agent may vote such proofs of claim in any such proceeding (and the applicable Payee shall not be entitled to withdraw such vote), receive and collect any and all dividends or other payments or disbursements made on Payor Indebtedness in whatever form the same may be paid or issued and apply the same on account of any of the Secured Obligations in accordance with the Credit Agreement. Upon the occurrence and during the continuance of any Secured Debt Default, should any payment, distribution, security or other investment property or instrument or any proceeds thereof be received by any Payee upon or with respect to Payor Indebtedness owing to such Payee prior to such time as the Secured Obligations (other than unmatured indemnification obligations) have been performed and paid in full in cash in immediately available funds, no letters of credit are outstanding under any Credit Document and all commitments to extend credit under any Credit Document (unless cash collateralized on terms reasonably satisfactory to the Issuing Bank) have expired or been terminated, such Payee shall receive and hold the same in trust, as trustee, for the benefit of the Collateral Agent and the Secured Parties, and shall forthwith deliver the same to the Collateral Agent, for the benefit of the Secured Parties, in precisely the form received (except for the endorsement or assignment of such Payee where necessary or advisable in the Collateral Agent’s judgment), for application to any of the Secured Obligations in accordance with the Credit Agreement, due or not due, and, until so delivered, the same shall be segregated from the other assets of such Payee and held in trust by such Payee as the property of the Collateral Agent, for the benefit of the Secured Parties. If such Payee fails to make any such endorsement or assignment to the Collateral Agent, the Collateral Agent or any of its officers, employees or representatives are hereby irrevocably authorized to make the same. Each Payee agrees that until the Secured Obligations (other than unmatured indemnification obligations) have been performed and paid in full in cash in immediately available funds, no letters of credit are outstanding under any Credit Document (unless cash collateralized on terms reasonably satisfactory to the Issuing Bank) and all commitments to extend credit under any Credit Document have expired or been terminated, such Payee will not, except as otherwise permitted by the Credit Agreement, (i) assign or transfer, or agree to assign or transfer, to any Person (other than in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to the Collateral Documents or otherwise) any claim such Payee has or may have against any Payor, (ii) discount or extend the time for payment of any Payor Indebtedness, or (iii) otherwise amend, modify, supplement, waive or fail to enforce any provision of this Promissory Note.

EXHIBIT J-3

The Secured Parties shall be third party beneficiaries hereof and shall be entitled to enforce the subordination and other provisions hereof.

This Note, the Credit Documents, and the exercise of all rights, powers and remedies thereunder, are subject to all applicable provisions of the Nevada Gaming Control Act, as amended from time to time, and the regulations of the Commission promulgated thereunder, as amended from time to time. Notwithstanding anything to the contrary contained herein or in the Credit Documents, nothing therein shall be construed at any time to constitute a pledge of the shares of common stock of the Payor, any restriction on the transfer of the shares of common stock of the Payor or any agreement not to encumber the shares of common stock of the Payor.

Notwithstanding anything to the contrary contained herein, in any other Credit Document or in any such promissory note or other instrument, this Promissory Note (i) replaces and supersedes any and all promissory notes or other instruments which create or evidence any loans or advances made on or before the date hereof by any Group Member to any other Group Member, and (ii) shall not be deemed replaced, superseded or in any way modified by any promissory note or other instrument entered into on or after the date hereof which purports to create or evidence any loan or advance by any Group Member to any other Group Member.

THIS PROMISSORY NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

From time to time after the date hereof, additional subsidiaries of the Group Members may become parties hereto by executing a counterpart signature page to this Promissory Note (each additional subsidiary, an “Additional Payor” ). Upon delivery of such counterpart signature page to the Payees, notice of which is hereby waived by the other Payors, each Additional Payor shall be a Payor and shall be as fully a party hereto as if such Additional Payor were an original signatory hereof. Each Payor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Payor hereunder. This Promissory Note shall be fully effective as to any Payor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Payor hereunder.

This Promissory Note may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

[Signature page follows]

EXHIBIT J-4

IN WITNESS WHEREOF, each Payor has caused this Intercompany Subordinated Demand Promissory Note to be executed and delivered by its proper and duly authorized officer as of the date set forth above.

	LAS VEGAS SANDS, LLC


	By:
		Name
		Title

	SANDS EXPO & CONVENTION CENTER, INC.


	By:
		Name
		Title

	SANDS PENNSYLVANIA, INC.


	By:
		Name
		Title

	VENETIAN CASINO RESORT, LLC By: Las Vegas Sands, LLC, its Managing Member


	By:
		Name
		Title

	VENETIAN MARKETING, INC.


	By:
		Name
		Title

EXHIBIT J-5

FOR VALUE RECEIVED, each of the undersigned does hereby sell, assign and transfer to _______________ all of its right, title and interest in and to the Intercompany Subordinated Demand Promissory Note, dated December [_], 2013 (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “Promissory Note” ), made by Las Vegas Sands, LLC, a Nevada limited liability company, ( “Company” ), and certain Subsidiaries of the Company or any other Person that is or becomes a party thereto, and payable to the undersigned. This endorsement is intended to be attached to the Promissory Note and, when so attached, shall constitute an endorsement thereof.

The initial undersigned shall be the Group Members (as defined in the Promissory Note) party to the Secured Debt Documents on the date of the Promissory Note. From time to time after the date thereof, additional subsidiaries of the Group Members may become parties to the Promissory Note (each, an “Additional Payee” ) and a signatory to this endorsement by executing a counterpart signature page to the Promissory Note and to this endorsement. Upon delivery of such counterpart signature page to the Payors, notice of which is hereby waived by the other Payees, each Additional Payee shall be a Payee and shall be as fully a Payee under the Promissory Note and a signatory to this endorsement as if such Additional Payee were an original Payee under the Promissory Note and an original signatory hereof. Each Payee expressly agrees that its obligations arising under the Promissory Note and hereunder shall not be affected or diminished by the addition or release of any other Payee under the Promissory Note or hereunder. This endorsement shall be fully effective as to any Payee that is or becomes a signatory hereto regardless of whether any other Person becomes or fails to become or ceases to be a Payee to the Promissory Note or hereunder.

Dated: December [_], 2013

[Signature page follows]

EXHIBIT J-6

	LAS VEGAS SANDS, LLC


	By:
		Name:
		Title:

	SANDS EXPO & CONVENTION CENTER, INC.


	By:
		Name:
		Title:

	SANDS PENNSYLVANIA, INC.


	By:
		Name:
		Title:

	VENETIAN CASINO RESORT, LLC By: Las Vegas Sands, LLC, its Managing Member


	By:
		Name:
		Title:

	VENETIAN MARKETING, INC.


	By:
		Name:
		Title:

EXHIBIT J-7

EXHIBIT K TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF ISSUANCE NOTICE

Pursuant to Section 2.4 of the Credit Agreement, Borrower desires a Letter of Credit to be issued in accordance with the terms and conditions of the Credit Agreement on [ ] (the “Credit Date” ) in an aggregate face amount of $[ , , ].

Attached hereto for each such Letter of Credit are the following:

(a) the proposed date of issuance;

(b) the stated amount of such Letter of Credit;

(d) the expiration date; and

(e) either (i) the verbatim text of such proposed Letter of Credit, or (ii) a description of the proposed terms and conditions of such Letter of Credit, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of such Letter of Credit, would require the Issuing Lender to make payment under such Letter of Credit.

Borrower hereby certifies that:

(i) after issuing such Letter of Credit requested on the Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect;

EXHIBIT K-1

representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true, correct and complete in all material respects on and as of such earlier date; and

(iii) as of such Credit Date, no event has occurred and is continuing or would result from the consummation of the issuance contemplated hereby that would constitute an Event of Default or a Potential Event of Default.

Date: [________]	LAS VEGAS SANDS, LLC


	By:
	Name:
	Title:

EXHIBIT K-2

EXHIBIT L TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

[INTENTIONALLY OMITTED]

EXHIBIT L-1

EXHIBIT M

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF SECURITY AGREEMENT

[see attached]

EXHIBIT M-1

EXHIBIT N TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

[INTENTIONALLY OMITTED]

EXHIBIT N-1

EXHIBIT O TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

LOAN NO. __________

TENANT:_______________________

[FORM OF SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT]

A. THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this “ Agreement ”) is entered into by and among ____________________, a ____________________ (“ Tenant ”), whose address is ____________________, ____________________ a ____________________ (“ Landlord ”), whose address is ____________________ and the BANK OF NOVA SCOTIA, in its capacity as Collateral Agent under the Deed of Trust (as defined below) (in such capacity, the “ Collateral Agent ”), whose address is (i) GWS - Loan Operations, 720 King Street West, 2nd Floor, c/o The Bank of Nova Scotia, Toronto, Ontario M5V 2T3, Canada, Attention: John Hall / Wendy Cheung.

WITNESSETH:

B. WHEREAS, Landlord, or its successor or designee, is the owner in fee simple of the real property described in Exhibit A attached hereto, together with the improvements thereon (collectively, the “ Property ”);

C. WHEREAS, Landlord (or its predecessor-in-title) and Tenant have entered into a certain [Lease Agreement] (as the same may have been or may hereafter be amended, modified, renewed, extended or replaced, the “ Lease ”), dated _____________, leasing to Tenant a portion of the Property (the “ Premises ”);

D. WHEREAS, it is contemplated that pursuant to a certain Second Amended and Restated Credit and Guaranty Agreement dated as of December 19, 2013 (the “ Credit Agreement ”), among Las Vegas Sands, LLC (the “ Borrower ”), certain subsidiaries of the Borrower, as Guarantors, the lenders listed from time to time party thereto (the “ Lenders ”), the Bank of Nova Scotia, as Administrative Agent for the Lenders thereunder (the “ Administrative Agent ”), and each of the other agents and arrangers party thereto, the Lenders will make certain loans to the Borrower (the “ Loans ”), which may be evidenced by one or more of the Borrower’s promissory notes (the “ Note ”), which will be guaranteed by certain subsidiaries of the Borrower and secured by, among other things, a certain Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing (the “ Deed of Trust ”) in favor of the Collateral Agent encumbering the Property;

E. WHEREAS, the Deed of Trust also secures certain other first priority secured obligations of the Borrower and its subsidiaries;

EXHIBIT O-1

F. WHEREAS, Collateral Agent, Landlord and Tenant desire to confirm th eir understanding with respect to the Lease and the Loans and the rights of Tenant and the Lenders thereunder.

G. NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Subordination . Notwithstanding anything to the contrary set forth in the Lease, Tenant hereby subordinates and subjects the Lease and the leasehold estate created thereby and all of Tenant’s rights thereunder to the Deed of Trust and the liens thereof and all advances of the Lenders and rights of the Collateral Agent thereunder and to any and all renewals, modifications, consolidations, replacements and extensions thereof, as fully and as if the Deed of Trust and all of its renewals, modifications, consolidations, replacements and extensions had been executed, delivered and recorded prior to execution of the Lease. Without affecting the foregoing subordination, the Collateral Agent and any other secured party under the Deed of Trust may, from time to time: (a) extend, in whole or in part, by renewal or otherwise, the terms of payment or performance of any obligation secured by the Deed of Trust; (b) release, surrender, exchange or modify any obligation secured by the Deed of Trust, or any security for such obligation; or (c) settle or compromise any claim with respect to any obligation secured by the Deed of Trust or against any person who has given security for any such obligation.

2. Non-Disturbance . If, at any time, the Collateral Agent or any person or entity or any of their successors or assigns who shall acquire the interest of Landlord under the Lease through a foreclosure of the Deed of Trust, the exercise of the power of sale under the Deed of Trust, a deed-in-lieu of foreclosure, an assignment-in-lieu of foreclosure or otherwise (each, a “ New Owner ”) shall succeed to the interests of Landlord under the Lease, so long as the Lease is then in full force and effect, Tenant complies with this Agreement and no default or event that, with the passage of time or giving of notice, or both, would constitute a default on the part of Tenant (collectively, a “ Default ”) exists under the Lease, the Lease shall continue in full force and effect as a direct lease between the New Owner and Tenant, upon and subject to all of the terms, covenants and conditions of the Lease, for the balance of the term thereof. Tenant hereby agrees to attorn to and accept any such New Owner as landlord under the Lease and to be bound by and perform all of the obligations imposed by the Lease, and the Collateral Agent, or any such New Owner of the Property, agrees that it will not disturb the possession of Tenant and will be bound by all of the obligations imposed on the Landlord by the Lease; provided, however, that any New Owner shall not be:

(a) liable for any act or omission of a prior landlord (including Landlord) arising prior to the date upon which the New Owner shall succeed to the interests of Landlord under the Lease; or

EXHIBIT O-2

(b) subject to any claims, offsets or defenses which Tenant might have against any prior landlord (including Landlord) arising prior to the date upon which the New Owner shall succeed to the interests of Landlord under the Lease; or

(c) except as permitted by the Credit Agreement, bound by any rent or additional rent which Tenant might have paid in advance to any prior landlord (including Landlord) for a period in excess of one (1) month or by any security deposit, cleaning deposit or other prepaid charge which Tenant might have paid in advance to any prior landlord (including Landlord), except to the extent that such New Owner actually comes into exclusive possession of the same; or

(d) bound by any assignment (except as permitted by the Lease), surrender, release, waiver, cancellation, amendment or modification of the Lease made without the written consent of the Collateral Agent (acting at the direction of the Administrative Agent); or

(e) responsible for the making of any improvement to the Property or repairs in or to the Property in the case of damage or destruction of the Property or any part thereof due to fire or other casualty or by reason of condemnation unless such New Owner shall be obligated under the Lease to make such repairs and shall have received insurance proceeds or condemnation awards sufficient to finance the completion of such repairs;

(f) or obligated to make any payment to Tenant except for the timely return of any security deposit actually received by such New Owner.

Nothing contained herein shall prevent the Collateral Agent from naming or joining Tenant in any foreclosure or other action or proceeding initiated by the Collateral Agent pursuant to the Deed of Trust to the extent necessary under applicable law in order for the Collateral Agent to avail itself of and complete the foreclosure or other remedy, but such naming or joinder shall not be in derogation of the rights of Tenant as set forth in this Agreement.

3. Cure by Lender of Landlord Defaults . Tenant hereby agrees that from and after the date hereof, in the event of any act or omission by Landlord which would give Tenant the right, either immediately or after the lapse of time, to terminate or cancel the Lease or to claim a partial or total eviction, or to abate or reduce rent, Tenant will not exercise any such right until it has given written notice of such act or omission to the Collateral Agent, and the Collateral Agent has failed within thirty (30) days after both receipt of such notice by the Collateral Agent and the time when the Collateral Agent shall have become entitled under the Deed of Trust to remedy the same, to commence to cure such act or omission within such period and thereafter diligently prosecute such cure to completion, provided that in the event the Collateral Agent cannot commence such cure without possession of the Property, Tenant will not exercise any such right if the Collateral Agent commences judicial or non-judicial proceedings to obtain possession within such period and thereafter diligently prosecutes such efforts and cure to

EXHIBIT O-3

completion; further, Tenant shall not, as to the Collateral Agent, require cure of any such act or omission which is not susceptible to cure by the Collateral Agent.

4. Payments to Lender and Exculpation of Tenant . Tenant is hereby notified that the Lease and the rent and all other sums due thereunder have been collaterally assigned to the Collateral Agent. In the event that the Collateral Agent or any future party to whom the Collateral Agent may assign the Deed of Trust notifies Tenant of a default under the Deed of Trust and directs that Tenant pay its rent and all other sums due under the Lease to the Collateral Agent or to such assignee, Tenant shall honor such direction without inquiry and pay its rent and all other sums due under the Lease in accordance with such notice. Landlord agrees that Tenant shall have the right to rely on any such notice from the Collateral Agent or any such assignee without incurring any obligation or liability to Landlord, and Tenant is hereby instructed to disregard any notice to the contrary received from Landlord or any third party.

5. Estoppel . Tenant hereby states, declares, represents and warrants as follows:

(a) The description of the Lease in the recitals hereof is true, correct and complete, including all amendments, supplements and modifications thereto. Concurrently herewith, Tenant is delivering to Landlord a true, correct and complete copy of the Lease, certified to be so pursuant to a Certificate in the form attached hereto as Exhibit B , which is not intended to be recorded. Tenant has properly executed the Lease and the Lease is in full force and effect.

(b) As of the date hereof, Tenant is occupying and paying rent on a current basis for all of the Premises. The minimum monthly or base rent currently being paid by Tenant is $________ per month. If applicable, percentage rent due under the Lease has been paid through ________, and the amount of percentage rent for the last period paid was $________. Taxes, insurance, common area maintenance, and any other applicable charges due under the Lease have been paid through _______________. No prepayments of rentals due under the Lease have been made. Further, no security or deposits as security have been made under the Lease, except for the sum of $________, in cash, which has been deposited by Tenant with Landlord pursuant to the terms of the Lease. Tenant is not entitled to any concession, abatement, allowance or free or reduced rent for any period after the date hereof, except _______________________________.

(c) Tenant has accepted possession of the Premises under the Lease, and all items of an executory nature relating thereto to be performed by Landlord have been completed, including, but not limited to, completion of construction thereof (and all other improvements required under the Lease) in accordance with applicable plans and specifications and applicable law and within the time periods set forth in the Lease, and the payment by Landlord of any contribution towards work to be performed by Tenant under the Lease, except as follows (if none, so state): _______________________.

(d) The Premises shall be expanded by the addition of the following space on the dates hereinafter indicated (if none, so state). _____________________.

EXHIBIT O-4

(e) Tenant acknowledges that the initial term of the Lease commenced on __________ and is scheduled to expire on __________. Tenant has no option to renew or extend the lease term, except as set forth in the Lease. Tenant has no option to terminate the Lease except as set forth in the Lease.

(f) No default or event that with the passage of time or notice would constitute a default (a “ Default ”) on the part of Tenant exists under the Lease in the performance of the terms, covenants and conditions of the Lease required to be performed on the part of Tenant. To the knowledge of Tenant, no Default on the part of Landlord exists under the Lease in the performance of the terms, covenants and conditions of the Lease required to be performed on the part of Landlord.

(g) Tenant has not assigned, sublet, transferred, hypothecated or otherwise disposed of its interest in the Lease and/or the Premises, or any part thereof.

(h) There have been no promises or representations made to Tenant by Landlord concerning the Lease or the Premises not contained in the Lease.

(i) Neither the Lease nor any obligations of Tenant thereunder have been guaranteed by any person or entity, except as follows (if none, so state):

________________________________________________________________________

(j) Tenant has no defense as to its obligations under the Lease and asserts no setoff, claim or counterclaim against Landlord.

(k) It is contemplated that Tenant will receive notice that the Lease and the rent and all other sums due thereunder have been assigned or are to be assigned to the Collateral Agent as security for the obligations secured by the Deed of Trust. In the event that Tenant receives such notice and the Collateral Agent (or any person or entity to whom the Deed of Trust may subsequently be assigned) notifies Tenant of a default under the Deed of Trust and demand that Tenant pay its rent and all other sums due under the Lease to the Collateral Agent (or such future lender), Tenant shall honor such demand without inquiry and pay its rent and all other sums due under the Lease directly to the Collateral Agent (or such future lender) or as otherwise required pursuant to such notice and shall not thereby incur any obligation or liability to Landlord. Landlord has executed this Agreement to evidence its agreement with the foregoing.

(1) The agreements contained herein shall be binding upon and inure to the benefit of the respective heirs, administrators, executors, legal representatives, successors and assigns of the Collateral Agent, Landlord and Tenant.

(m) To the best knowledge of Tenant, no hazardous substances are being (or have been or will be during the term of the Lease) generated, used, handled, stored or disposed of by Tenant on the Premises or on the Property in violation of any applicable laws, rules or regulations or the terms of the Lease.

(n) No rentals are accrued and unpaid under the Lease.

EXHIBIT O-5

(o) Tenant has no right or option of any nature whatsoever, whether pursuant to the Lease or otherwise, to purchase the Premises or the Property, or any portion thereof or any interest therein, and to the extent that Tenant has had or hereafter acquires any such right or option, the same is hereby acknowledged to be subject and subordinate to the Deed of Trust and is hereby waived and released with respect to, and shall not be asserted against, any New Owner.

(p) There are no actions pending against Tenant or any guarantor of Tenant’s obligations under the Lease pursuant to Bankruptcy, insolvency or other similar laws of any jurisdiction.

Whenever requested by the Collateral Agent, Tenant shall, without charge, execute and deliver to the Collateral Agent a written confirmation that the representations contained in this Section 5 remain correct and complete (or specifying any matter to the contrary).

6. Attornment . If the interest of Landlord under the Lease shall be transferred by reason of foreclosure or other proceedings for enforcement of the Deed of Trust and the obligations secured thereby or pursuant to a taking of a deed in lieu of foreclosure (or similar device), Tenant shall be bound to the successor and, except as otherwise provided in this Agreement, the successor shall be bound to Tenant under all of the terms, covenants and conditions of the Lease, for the unexpired balance of the term thereof remaining (and any extensions, if exercised), with the same force and effect as if the successor were the landlord, and Tenant does hereby (a) agree to attorn to the successor, including the Collateral Agent, if it is the successor, as its landlord, (b) to ratify and reaffirm its obligations under the Lease and (c) agree to make payments of all sums due under the Lease to the successor, said attornment, ratification, reaffirmation and agreement to be effective and self-operative without the execution of any further instruments, upon the successor succeeding to the interest of Landlord under the Lease and notice of such succession being given to the Tenant in the manner set forth in Section 7 of this Agreement. Tenant waives the provisions of any statute or rule of law now or hereafter in effect that may give or purport to give it any right or election to terminate or otherwise adversely affect the Lease or the obligations of Tenant thereunder by reason of any foreclosure or other proceedings for enforcement of the Deed of Trust or the taking of a deed in lieu of foreclosure (or similar device).

7. Limitation of Liability . Neither any Lender nor any agent, including the Collateral Agent, shall, either by virtue of the Deed of Trust or this Agreement, be or become a mortgagee-in-possession or be or become subject to any liability or obligation under the Lease or otherwise until the Collateral Agent shall have acquired the interest of Landlord in the Premises, by foreclosure or otherwise, and then such liability or obligation of the Collateral Agent under the Lease shall extend only to those liabilities or obligations accruing subsequent to the date that the Collateral Agent has acquired the interest of Landlord in the Premises as modified by the terms of this Agreement. In addition, upon such acquisition, neither any Lender nor any agent, including the Collateral Agent, shall have any obligation, nor incur any liability, beyond the Collateral Agent’s then equity interest, if any, in the Premises. Furthermore, in the event of the

EXHIBIT O-6

assignment or transfer of the interest of the Collateral Agent under this Agreement, all obligations and liabilities of the Collateral Agent under this Agreement shall terminate and, thereupon, all such obligations and liabilities shall be the sole responsibility of the party to whom the Collateral Agent’s interest is assigned or transferred.

8. Notice . Any notice, demand, statement, request, consent or other communication made hereunder shall be in writing and delivered (i) personally, (ii) mailed by certified or registered mail, postage prepaid, return receipt requested or (iii) by depositing the same with FedEx or another reputable private courier service, postage prepaid, for next business day delivery, to the parties at the respective address or addresses, as the case may be, of each party first set forth above and shall be deemed given when delivered personally, or four (4) Business Days after being placed in the United States mail, if sent by certified or registered mail, or one (1) business day after deposit with such private courier service. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given as herein required shall be deemed to be receipt of the notice, demand or request sent. By giving to the other parties hereto at least fifteen (15) days’ prior written notice thereof in accordance with the provisions hereof, the parties hereto shall have the right from time to time to change their respective addresses to any other address within the United States of America. Tenant agrees to send a copy of any notice or statement under the Lease to the Collateral Agent at the same time such notice or statement is sent to Landlord.

9. Miscellaneous .

(a) In the event of any conflict or inconsistency between the provisions of this Agreement and the Lease, the provisions of this Agreement shall govern; provided, however, that the foregoing shall in no way diminish Landlord’s obligations or liability to Tenant under the Lease. The Collateral Agent’s enforcement of any provisions of this Agreement or the Deed of Trust shall not entitle Tenant to claim any interference with the contractual relations between Landlord and Tenant or give rise to any claim or defense against any Lender or the Collateral Agent with respect to the enforcement of such provisions.

(b) Tenant agrees that this Agreement satisfies any condition or requirement in the Lease relating to the granting of a non-disturbance agreement.

(c) Except as provided in the Credit Agreement, Tenant agrees that it will not subordinate the Lease to the lien of any mortgage or deed of trust other than the Deed of Trust for so long as the Deed of Trust shall remain a lien on the Property.

(d) This Agreement shall inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that the interest of Tenant under this Agreement may not be assigned or transferred without the prior written consent of the Collateral Agent.

EXHIBIT O-7

(e) The captions appearing under the paragraph number designations of this Agreement are for convenience only and are not a part of this Agreement and do not in any way limit or amplify the terms and provisions of this Agreement.

(f) If any portion or portions of this Agreement shall be held invalid or inoperative, then all of the remaining portions shall remain in full force and effect, and, so far as is reasonable and possible, effect shall be given to the intent manifested by the portion or portions held to be invalid or inoperative.

(g) This Agreement shall be governed by and construed in accordance with the laws of the State in which the Property is located.

(h) This Agreement may be executed in any number of separate counterparts, each of which shall be deemed an original, but all of which, collectively and separately, shall constitute one and the same agreement.

(i) This Agreement cannot be altered, modified, amended, waived, extended, changed, discharged or terminated orally or by any act on the part of Tenant, Landlord or the Collateral Agent, but only by an agreement in writing signed by the party against whom enforcement of any alteration, modification, amendment, waiver, extension, change, discharge or termination is sought.

H. IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates set forth adjacent to their signatures below to be effective as of the date of the Deed of Trust.

[SEE ATTACHED SIGNATURE PAGES]

EXHIBIT O-8

TENANT:



By:
Name:
Title:

Date:

[Signatures continue on the following pages]

EXHIBIT O-9

LANDLORD:



By:
Name:
Title:

Date:

[Signatures continue on the following pages]

EXHIBIT O-10

COLLATERAL AGENT:

THE BANK OF NOVA SCOTIA:



By:
Name:
Title:

Date:

EXHIBIT O-11

EXHIBIT A

PROPERTY DESCRIPTION

EXHIBIT O-12

EXHIBIT B

CERTIFICATE REGARDING LEASE

LOAN NO. __________

CERTIFICATE REGARDING LEASE

I. The undersigned (“ Tenant ”), hereby certifies to ______________ (“ Landlord ”), its successors and assigns, that attached hereto is a true, correct and complete copy of the Lease, including all amendments and modifications thereto, if any, between Tenant, as tenant, and Landlord, or its successor or designee, as landlord, with respect to the premises located at ______________________________.

J. Executed this ______, day of __________, ____.

	[Tenant]

	By:
		Name
		Title

EXHIBIT O-13

EXHIBIT P-1 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF OPINION OF PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

[see attached]

EXHIBIT P-1-1

EXHIBIT P-2 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF OPINION OF LIONEL, SAWYER & COLLINS, LTD.

[see attached]

EXHIBIT P-2-1

EXHIBIT Q TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF PERFECTION CERTIFICATE

Company	State of Incorporation	Financing Statement	Deed of Trust (Clark County Recorder, Nevada)	UCC Fixture Filings (Clark County Recorder, Nevada)	U.S. Patent & Trademark Office
Las Vegas Sands, LLC	Nevada	UCC-1 financing statement on all assets.	Leasehold interest in a portion of Venetian Casino/Hotel Complex	Leasehold interest in a portion of Venetian Casino/Hotel Complex
Venetian Casino Resort, LLC	Nevada	UCC-1 financing statement on all assets.	Central Park West	Central Park West
Venetian Casino Resort, LLC	Nevada		Venetian Casino/Hotel Complex	Venetian Casino/Hotel Complex
Venetian Casino Resort, LLC	Nevada		Palazzo Casino/Hotel Complex	Palazzo Casino/Hotel Complex
Sands Expo & Convention Center, Inc.	Nevada	UCC-1 financing statement on all assets.	SECC	SECC	Patent Security Agreement
Sands Pennsylvania, Inc.	Delaware	UCC- 1 financing statement on all assets.

EXHIBIT Q-1

Venetian Marketing, Inc.

Nevada

UCC- 1 financing

statement on all

assets.

EXHIBIT Q-2

EXHIBIT R TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

SOLVENCY CERTIFICATE

[see attached]

EXHIBIT R-1



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



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



Title of Each Class		Name of Each Exchange on Which Registered
Common Stock ($0.001 par value)		New York Stock Exchange



Description of document		Part of the Form 10-K
Portions of the definitive Proxy Statement to be used in connection with the registrant’s 2014 Annual Meeting of Stockholders		Part III (Item 10 through Item 14)



x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



			Page
PART I
ITEM 1	—	BUSINESS	3
ITEM 1A	—	RISK FACTORS	20
ITEM 1B	—	UNRESOLVED STAFF COMMENTS	33
ITEM 2	—	PROPERTIES	33
ITEM 3	—	LEGAL PROCEEDINGS	34
ITEM 4	—	MINE SAFETY DISCLOSURES	34
PART II
ITEM 5	—	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	35
ITEM 6	—	SELECTED FINANCIAL DATA	37
ITEM 7	—	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	39
ITEM 7A	—	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	64
ITEM 8	—	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	66
ITEM 9	—	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	128
ITEM 9A	—	CONTROLS AND PROCEDURES	128
ITEM 9B	—	OTHER INFORMATION	129
PART III
ITEM 10	—	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	129
ITEM 11	—	EXECUTIVE COMPENSATION	129
ITEM 12	—	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	129
ITEM 13	—	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	129
ITEM 14	—	PRINCIPAL ACCOUNTANT FEES AND SERVICES	129
PART IV
ITEM 15	—	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	130



Mall Name	Total GLA ⁽¹⁾		Selected Significant Tenants
Shoppes at Venetian		755,452 ⁽²⁾	Manchester United Experience, Piaget, Zara, Swarovski, Vertu, Victoria’s Secret, Tiffany & Co.
Shoppes at Four Seasons		241,895 ⁽³⁾	Versace, Brioni, Canali, Cartier, Gucci, Dior, Armani, Bottega Veneta, Hugo Boss
Shoppes at Cotai Central		210,143	Kid’s Cavern, Zara, Omega, Gucci, Ralph Lauren, Chow Tai Fook
The Shoppes at Marina Bay Sands		642,241 ⁽⁴⁾	Louis Vuitton, Chanel, Fendi, BVLGARI, Prada, Gucci, Zara, Banana Republic, Adidas
The Outlets at Sands Bethlehem		134,830 ⁽⁵⁾	Coach, Lenox, Tommy Hilfiger, Nine West, Guess, Ultra Diamonds, Under Armour, Puma


(2)	Excludes approximately 166,000 square feet of space on the fifth floor and 1,500 square feet of space on the third floor currently not on the market for lease.


(3)	Excludes approximately 20,000 square feet of space on the mezzanine level currently not on the market for lease.


(4)	Excludes approximately 134,000 square feet of space operated by the Company.


(5)	Excludes approximately 16,100 square feet of undeveloped space.



Category	Square Feet	% of Square Feet		Representative Tenants
Fashion (luxury, women’s, men’s, mixed)	618,270	33	%	Louis Vuitton, Dior, Gucci, Versace, Chanel, Fendi
Restaurants and lounges	418,724	23	%	CUT, db Bistro, Todai, North, Café Deco
Multi-Brands	206,880	11	%	Duty-free shops, The Atrium
Fashion accessories and footwear	162,552	9	%	Coach, Salvatore Ferragamo, Tumi, Rimowa
Jewelry	147,378	8	%	BVLGARI, Omega, Cartier, Rolex, Tiffany & Co.
Health and beauty	108,927	6	%	Sephora, The Body Shop, Sa Sa
Lifestyle, sports and entertainment	55,478	3	%	Manchester United Experience, Adidas, Ferrari
Banks and services	47,303	3	%	Bank of China, Citibank, ICBC
Home furnishing and electronics	45,835	2	%	Nokia, Vertu, Da Vinci
Specialty foods	23,742	1	%	The Chocolate Shop, Cold Storage Specialty
Arts and gifts	17,321	1	%	Emporio di Gondola
Total	1,852,410	100	%


•	pay that person any dividend or interest upon its shares;


(1)	Represents Gross Leasable Area in square feet.


•	assure the financial stability of corporate gaming operators and their affiliates;


•	promote a neutral environment for the orderly governance of corporate affairs.


•	the unauthorized transfer of all or part of our gaming operations in Macao;


•	allow that person to exercise, directly or indirectly, any voting right conferred through shares held by that person;


•	pay remuneration in any form to that person for services rendered or otherwise; or


•	fail to pursue all lawful efforts to require that unsuitable person to relinquish its shares.


•	preserve the beneficial aspects of conducting business in the corporate form; and


•	the operation of gaming without permission or operation of business which does not fall within the business scope of the subconcession;


•	the suspension of operations of our gaming business in Macao without reasonable grounds for more than seven consecutive days or more than fourteen non-consecutive days within one calendar year;


•	the failure to pay taxes, premiums, levies or other amounts payable to the Macao government;


•	the failure to resume operations following the temporary assumption of operations by the Macao government;


•	the repeated failure to comply with decisions of the Macao government;


•	the failure to provide or supplement the guarantee deposit or the guarantees specified in the subconcession within the prescribed period;


•	serious and repeated violation by VML of the applicable rules for carrying out casino games of chance or games of other forms or the operation of casino games of chance or games of other forms;


•	the grant to any other person of any managing power over VML; or


•	the failure by a controlling shareholder in VML to dispose of its interest in VML following notice from the gaming authorities of another jurisdiction in which such controlling shareholder is licensed to operate casino games of chance to the effect that such controlling shareholder can no longer own shares in VML.


•	operate and conduct casino games of chance in a fair and honest manner without the influence of criminal activities;


•	safeguard and ensure Macao’s interests in tax revenue from the operation of casinos and other gaming areas; and


•	the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity;


•	the establishment and maintenance of responsible accounting practices and procedures;


•	the maintenance of effective controls over the financial practices of licensees, including establishing minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues, providing reliable record-keeping and requiring the filing of periodic reports with the Nevada Gaming Authorities;


•	the establishment of a source of state and local revenues through taxation and licensing fees.


•	making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in management, policies or operations; and