LAS VEGAS SANDS CORP...Table of Contents PART I ITEM 1. BUSINESS Overview Las Vegas Sands Corp. and its subsidiaries ( we or the Company ) own and operate The Venetian Resort Hotel

LAS VEGAS SANDS CORP

FORM 10-K(Annual Report)

Filed 02/29/08 for the Period Ending 12/31/07

Address 3355 LAS VEGAS BOULEVARD, SOUTHROOM 1ALAS VEGAS, NV 89109

Telephone (702) 414-1000CIK 0001300514

Symbol LVSSIC Code 7011 - Hotels and Motels

Industry Casinos & GamingSector Services

Fiscal Year 12/31

http://www.edgar-online.com© Copyright 2008, EDGAR Online, Inc. All Rights Reserved.

Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Form 10-K

Commission file number 001-32373

LAS VEGAS SANDS CORP. (Exact name of registrant as specified in its charter)

Registrant’s telephone number, including Area code: (702) 414-1000

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes � No �

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes � No �

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. �

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer � Accelerated filer � Non-accelerated filer � Smaller reporting company � (Do not check if a smaller reporting company)

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

As of June 29, 2007, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $8,001,585,670 based on the closing sale price on that date as reported on the New York Stock Exchange.

The Company had 355,352,992 shares of common stock outstanding as of February 21, 2008.

DOCUMENTS INCORPORATED BY REFERENCE

�

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

For the fiscal year ended December 31, 2007 or

�

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

For the transition period from to

Nevada 27-0099920 (State or other jurisdiction of

incorporation or organization) (IRS Employer

Identification No.)

3355 Las Vegas Boulevard South Las Vegas, Nevada

(Address of principal executive offices)

89109 (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 2008 Annual Meeting of Stockholders

Part III (Item 10 through Item 14)

Las Vegas Sands Corp.

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PART I 1 ITEM 1 — BUSINESS 1 ITEM 1A — RISK FACTORS 21 ITEM 1B — UNRESOLVED STAFF COMMENTS 34 ITEM 2 — PROPERTIES 34 ITEM 3 — LEGAL PROCEEDINGS 35 ITEM 4 — SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 37 PART II 38 ITEM 5

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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 38

ITEM 6 — SELECTED FINANCIAL DATA 39 ITEM 7

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 41

ITEM 7A — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 60 ITEM 8 — FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 62 ITEM 9

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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 117

ITEM 9A — CONTROLS AND PROCEDURES 117 ITEM 9B — OTHER INFORMATION 118 PART III 118 ITEM 10 — DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 118 ITEM 11 — EXECUTIVE COMPENSATION 119 ITEM 12

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 119

ITEM 13 —

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 119

ITEM 14 — PRINCIPAL ACCOUNTANT FEES AND SERVICES 119 PART IV 120 ITEM 15 — EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 120 EX-10.59 EX-10.60 EX-21.1 EX-23.1 EX-31.1 EX-31.2 EX-32.1 EX-32.2

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PART I

ITEM 1. — BUSINESS

Overview

Las Vegas Sands Corp. and its subsidiaries (“we” or the “Company”) own and operate The Venetian Resort Hotel Casino (“The Venetian”), The Palazzo Resort Hotel Casino (“The Palazzo”), The Sands Expo and Convention Center (“The Sands Expo Center”) and The Congress Center in Las Vegas, Nevada, and the Sands Macao and The Venetian Macao Resort Hotel (“The Venetian Macao”) in Macao, China. We are also creating a master-planned development of integrated resort properties, anchored by The Venetian Macao, which we refer to as the Cotai Strip TM in Macao. In addition, we are developing Marina Bay Sands, an integrated resort in Singapore, and Sands Bethworks, an integrated resort in Bethlehem, Pennsylvania. We are exploring the possibility of developing and operating integrated resorts in additional Asian and U.S. jurisdictions, and in Europe.

Our Company

Las Vegas Sands Corp. was incorporated as a Nevada corporation in August 2004. Our common stock is traded on the New York Stock Exchange (the “NYSE”) under the symbol “LVS.” Immediately prior to our initial public offering in December 2004, we acquired 100% of the capital stock of Las Vegas Sands, Inc., a Nevada corporation and the direct or indirect owner and operator of The Venetian, The Sands Expo Center and Sands Macao, by merging Las Vegas Sands, Inc. with and into our wholly-owned subsidiary, leaving Las Vegas Sands, Inc. as the surviving subsidiary. Las Vegas Sands, Inc. was incorporated in Nevada in April 1988. In July 2005, Las Vegas Sands, Inc. was converted into a limited liability company and changed its name to Las Vegas Sands, LLC.

Our principal executive office is located at 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109. Our telephone number at that address is (702) 414-1000. Our website address is www.lasvegassands.com. The information on our website is not part of this Annual Report on Form 10-K.

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and other Securities and Exchange Commission (“SEC”) filings, and any amendments to those reports that we file with or furnish to the SEC under the Securities Exchange Act of 1934 are made available free of charge on our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.

This Annual Report on Form 10-K contains certain forward-looking statements. See “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Special Note Regarding Forward-Looking Statements.”

Our principal operating and developmental activities occur in three geographic areas: Las Vegas, Macao and Singapore. Management reviews the results of operations for each of our key operating segments: The Venetian, which includes The Sands Expo Center and The Congress Center; The Palazzo; Sands Macao; The Venetian Macao; and Other Asia (comprised primarily of the ferry operations). The Company also reviews its construction and development activities for each of its primary projects: The Venetian; The Palazzo; Sands Macao; The Venetian Macao; a Four Seasons hotel and casino development (“The Four Seasons Macao”); Other Asia (comprised of various other operations that are ancillary to our properties in Macao); Marina Bay Sands in Singapore; Other Development Projects (comprised primarily of our other projects on the Cotai Strip); and Corporate and Other (comprised primarily of the airplanes and our Sands Bethworks and Las Vegas condominium projects). See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 15 — Segment Information.”

Operations

Las Vegas

Our Las Vegas operations consist of The Venetian, including The Sands Expo Center and The Congress Center, and The Palazzo. With the opening of The Palazzo, our Las Vegas properties represent the world’s largest integrated

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resort with 7,093 suites and approximately 225,000 square feet of gaming, which includes approximately 260 table games and 3,100 slot machines.

The Venetian has 4,027 suites situated in a 3,014-suite, 35-story three-winged tower rising above the casino and the 1,013-suite, 12-story Venezia tower situated above a parking garage. The casino at The Venetian has approximately 120,000 square feet of gaming space and includes approximately 130 table games and 1,700 slot machines. The Venetian features a variety of amenities for its guests, including a Paiza Club TM ; Canyon Ranch SpaClub, operated by Canyon Ranch; the Guggenheim Hermitage Museum, an art museum featuring masterpiece collections from the Guggenheim Museum in New York, the State Hermitage Museum in St. Petersburg, Russia and other museums; and a theater/entertainment complex featuring a wide variety of entertainment. The Venetian also includes an enclosed retail, dining and entertainment complex of approximately 440,000 square feet (“The Grand Canal Shops”), which was sold to General Growth Partners (“GGP”) in 2004.

The Palazzo, which partially opened on December 30, 2007, features modern European ambience and design reminiscent of Italian affluent living, is situated adjacent to and north of The Venetian, and is directly connected to The Venetian, The Sands Expo Center and The Congress Center. The casino at The Palazzo is approximately 105,000 square feet and has approximately 130 table games and 1,400 slot machines. The Palazzo has a 50-floor luxury hotel tower with 3,066 suites and includes a Canyon Ranch SpaClub; a Paiza Club; an entertainment center; and an enclosed shopping and dining complex of approximately 400,000 net leasable square feet (“The Shoppes at The Palazzo”), which we have contracted to sell to GGP. We anticipate the transaction to close on February 29, 2008, or shortly thereafter.

With approximately 1.2 million gross square feet of exhibit and meeting space, The Sands Expo Center is one of the largest overall trade show and convention facilities in the United States (as measured by net leasable square footage). We also own and operate The Congress Center, an approximately 1.1 million gross square foot meeting and conference facility that links The Sands Expo Center and the rest of The Venetian and The Palazzo. Together, we offer approximately 2.3 million gross square feet of state-of-the-art exhibition and meeting facilities that can be configured to provide small, mid-size or large meeting rooms and/or accommodate large-scale multi-media events or trade shows. Management believes that these combined facilities, together with the on-site amenities offered by The Venetian and The Palazzo, offer a flexible and expansive space for large-scale trade shows and conventions.

Management markets The Congress Center to complement the operations of The Sands Expo Center for business conferences and upscale business events typically held during the mid-week period, thereby generating room-night demand and driving average daily room rates during the weekday move-in/move-out phases of The Sands Expo Center’s events. Events at The Sands Expo Center and The Congress Center typically take place during the week when Las Vegas hotels and casinos experience lower demand, unlike weekends and holidays during which occupancy and room rates are at their peak. Our goal is to draw from attendees and exhibitors at The Sands Expo Center and The Congress Center to maintain mid-week demand at our hotels from this higher-budget market segment, when room demand would otherwise be derived from the lower-budget tour-and-travel-group market segment. In 2007, approximately 1.3 million visitors attended meetings, trade shows and conventions at The Sands Expo Center and The Congress Center.

Macao

Our Macao operations consist of the Sands Macao, The Venetian Macao and other ancillary operations that support these properties.

We own and operate the Sands Macao, the first Las Vegas-style casino in Macao, pursuant to a 20-year gaming subconcession. The Sands Macao is situated near the Macao-Hong Kong Ferry Terminal on a waterfront parcel centrally located between the Gonbei border gate and the central business district. This location provides the Sands Macao primary access to a large customer base, particularly the approximately 9.0 million visitors who arrived in Macao by ferry in 2007. The Sands Macao includes approximately 229,000 square feet of gaming space and currently has approximately 630 table games and 1,350 slot machines or similar electronic gaming devices. The Sands Macao also includes several restaurants, a spacious Paiza Club offering services and amenities to premium customers, luxurious VIP suites and spa facilities, private VIP gaming room facilities, a theater and other high-end

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services and amenities. We recently opened our new 238-suite hotel tower, which increased the total number of suites available to nearly 300.

On August 28, 2007, we opened The Venetian Macao, the anchor property on our Cotai Strip development, which is located approximately two miles from Macao’s newly opened Taipa Temporary Ferry Terminal on Macao’s Taipa Island. The casino at The Venetian Macao is approximately 550,000 square feet and has approximately 820 table games and 2,650 slot machines or similar electronic gaming devices, and a designed capacity of approximately 1,150 table games and 7,000 slot machines or similar electronic gaming devices. The Venetian Macao, with a theme similar to that of The Venetian, also features a 39-floor luxury hotel tower with over 2,900 suites; approximately 1.0 million square feet of retail and dining offerings; a convention center and meeting room complex of approximately 1.2 million square feet; and a 15,000-seat arena that has hosted a wide range of entertainment and sporting events. An 1,800-seat theater is currently scheduled to open in July 2008 and will feature an original production from Cirque du Soleil.

Management believes that the convention center and meeting room complex combined with the on-site amenities offered at The Venetian Macao offers a flexible and expansive space for large-scale trade shows and conventions. We market The Venetian Macao similar to our Las Vegas properties, with events at the convention and meeting room complex typically taking place during the week when hotels and casinos in Macao normally experience lower demand, unlike weekends and holidays during which occupancy and room rates are at their peak. Our goal is to draw from attendees and exhibitors at our convention and meeting room complex to maintain mid-week demand at our hotel from this higher-budget market segment.

United States Development Projects

Las Vegas Condominiums

We are in the early stages of constructing a high-rise residential condominium tower with approximately 1.0 million saleable square feet that will be situated between The Palazzo and The Venetian. The condominium tower is currently expected to open in late 2009 and will be built at an estimated cost of approximately $600.0 million.

Sands Bethworks

On December 20, 2006, the Pennsylvania Gaming Control Board announced that our indirect majority-owned subsidiary, Sands Bethworks Gaming LLC (“Sands Bethworks Gaming”), had been awarded a Pennsylvania gaming license. Sands Bethworks Gaming is a project venture in which we effectively own 86% of the economic interest. In July 2007, we paid a $50.0 million licensing fee to the Commonwealth of Pennsylvania, and in August 2007 were issued our gaming license by the Pennsylvania Gaming Control Board. We are in the process of developing a gaming, hotel, shopping and dining complex called Sands Bethworks, located on the site of the Historic Bethlehem Steel Works in Bethlehem, Pennsylvania, which is about 70 miles from midtown Manhattan, New York. The 124-acre development is expected to feature a 300-room hotel, 200,000 square feet of retail space, up to 5,000 slot machines, a 50,000-square-foot multipurpose event center and a variety of dining options. We will own the property through our joint venture with Bethworks Now, LLC, which has yet to contribute the land in the joint venture. We expect the contribution to take place in 2008; however, no assurances can be given as to the timing of the contribution. If the land is not contributed as required under our agreement with Bethworks Now, LLC, we could lose all or a substantial part of our $116.9 million investment in Sands Bethworks as of December 31, 2007. Sands Bethworks is currently expected to open in summer 2009 and will be built at an estimated cost of approximately $600.0 million.

Macao Development Projects

We have submitted development plans to the Macao government for six integrated resort developments, in addition to The Venetian Macao, on an area of approximately 200 acres located on the Cotai Strip (which we refer to as parcels 2, 3, 5, 6, 7 and 8). The developments are expected to include hotels, exhibition and conference facilities, casinos, showrooms, shopping malls, spas, restaurants, entertainment facilities and other attractions and amenities, as well as public common areas. We have commenced construction or pre-construction for these six parcels on the

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Cotai Strip, and we plan to own and operate all of the casinos in these developments under our Macao gaming subconcession. More specifically, we intend to develop our other Cotai Strip properties as follows:

The Four Seasons Macao is currently planned to feature approximately 130 table games and 225 slot machines. The casinos on parcels 3, 5, 6, 7 and 8 are currently planned to include a total of approximately 2,025 table games and 9,250 slot machines. Upon completion, our developments on the Cotai Strip (including The Venetian Macao) are currently planned to feature approximately 19,750 suites/rooms and 1.6 million square feet of gaming space with a capacity of approximately 3,300 table games and 16,470 slot machines.

Currently, we expect the total cost to build our developments on the Cotai Strip to be approximately $12.0 billion, which includes the cost of constructing The Venetian Macao. As of December 31, 2007, we have capitalized $2.91 billion in costs on the Cotai Strip. We will need to arrange additional debt and/or equity financing to finance the balance of those costs and there is no assurance that we will be able to obtain all the additional financing required.

We have received a concession from the Macao government to build on parcels 1, 2 and 3 on the Cotai Strip, including the site on which we own and operate The Venetian Macao (parcel 1) and the site on which we are building The Four Seasons Macao (parcel 2). We do not own these land sites in Macao. However, the land

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• Parcel 2 is intended to be The Four Seasons Macao, which will be adjacent to The Venetian Macao and is expected to be a boutique hotel under the Four Seasons brand with approximately 400 luxury hotel rooms (including 19 Paiza mansions), distinctive dining experiences, a full service spa and other amenities, approximately 70,000 square feet of gaming space, approximately 220,000 square feet of upscale retail offerings and approximately 1.0 million square feet of Four Seasons-serviced and -branded luxury apartment hotel units. We will own the entire development. We have entered into an exclusive non-binding letter of intent and are currently negotiating definitive agreements under which Four Seasons Hotels Inc. will manage the hotel and serviced luxury apartment hotel under its Four Seasons brand. The Four Seasons Macao is expected to open in summer 2008, with the Paiza mansions coming on line in spring 2009 and the serviced luxury apartment hotel being completed in summer 2009.

• Parcel 5 is intended to include a three-hotel complex with approximately 2,300 luxury and mid-scale hotel rooms, a casino, a retail shopping mall and approximately 320 serviced luxury apartment hotel units. We will own the entire development and have entered into management agreements with Shangri-La Hotels and Resorts to manage two hotels under its Shangri-La and Traders brands and Starwood Hotels & Resorts Worldwide to manage a hotel and serviced luxury apartment hotel under its St. Regis brand.

• Parcel 6 is intended to include a two-hotel complex with approximately 4,100 luxury and mid-scale hotel rooms, a casino and a retail shopping mall physically connected to the mall in the Shangri-La/Traders hotel podium. We will own the entire development and have entered into a management agreement with Starwood Hotels & Resorts Worldwide to manage the hotels under its Sheraton brand.

• Parcels 7 and 8 are intended to include multi-hotel complexes with a total of approximately 6,150 luxury and mid-scale hotel rooms, a casino, retail shopping malls and approximately 450 serviced luxury apartment hotel units that are physically connected to the hotel complexes. We will own the entire development and have entered into non-binding agreements with Hilton Hotels to manage Hilton and Conrad brand hotels and serviced luxury apartment hotels on parcel 7 and Fairmont Raffles Holdings to manage Fairmont and Raffles brand hotels and serviced luxury apartment hotels on parcel 8. We are currently negotiating definitive agreements with Hilton Hotels and Fairmont Raffles Holdings.

• For parcel 3, we have signed a non-binding memorandum of agreement with an independent developer. We are currently negotiating the definitive agreement pursuant to which we will partner with the developer to build a multi-hotel complex, which may include a Cosmopolitan hotel. In addition, we have signed a non-binding letter of intent with Intercontinental Hotels Group to manage hotels under the Intercontinental and Holiday Inn International brands, and approximately 205 serviced luxury apartment hotel units under the Intercontinental brand, on this site. We are currently negotiating definitive agreements with Intercontinental Hotels Group. In total, the multi-hotel complex is intended to include approximately 3,940 hotel rooms, a casino, a retail shopping mall and serviced luxury apartment hotels.

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concession, which has a term of 25 years and is renewable at our option, grants us exclusive use of the land. As specified in the land concession, we are required to pay premiums, which are payable over four years or are due upon the completion of the corresponding resort, as well as annual rent for the term of the land concession.

We do not yet have all the necessary Macao government approvals that we will need in order to develop all of our planned Cotai Strip developments. We have commenced construction or pre-construction for the projects on parcels 5, 6, 7 and 8 on the Cotai Strip for which we have not yet been granted land concessions. We are in the process of negotiating with the Macao government to obtain the land concession for parcels 5 and 6, and will subsequently negotiate the land concessions for parcels 7 and 8. If we do not obtain land concessions, we could forfeit all or a substantial part of our $623.0 million in capitalized construction costs related to these developments as of December 31, 2007.

Hengqin Island Development Project

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

Singapore Development Project

In August 2006, our wholly-owned subsidiary, Marina Bay Sands Pte. Ltd. (“MBS”), entered into a development agreement (the “Development Agreement”) with the Singapore Tourism Board (the “STB”) to build and operate an integrated resort called the Marina Bay Sands in Singapore. The Marina Bay Sands is expected to include three 50+ story hotel towers (totaling approximately 2,700 rooms), a casino, an enclosed retail, dining and entertainment complex of approximately 850,000 net leasable square feet, a convention center and meeting room complex of approximately 1.2 million square feet, theaters and a landmark iconic structure at the bay-front promenade that contains an art/science museum. Although construction has started on the Marina Bay Sands, we are continuing to work with the Singapore government to finalize various design aspects of the integrated resort and are in the process of finalizing our cost estimates for the project. We expect the cost to design, develop and construct the Marina Bay Sands will be in excess of $4.0 billion, inclusive of payments made in 2006 for land premium, taxes and other fees. The Marina Bay Sands is expected to open in late 2009.

United Kingdom Development Projects

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

Other Development Projects

We are currently exploring the possibility of developing and operating additional properties, including integrated resorts, in additional Asian and U.S. jurisdictions, and in Europe. In December 2007, we submitted applications to the Kansas Lottery Commission for a gaming license and if we are successful, we plan to develop a casino resort in the Kansas City, Kansas, metropolitan area.

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The Las Vegas Market

Competition for Our Las Vegas Operations

The hotel/casino industry is highly competitive. Hotels on the Las Vegas Strip compete with other hotels on and off the Las Vegas Strip, including hotels in downtown Las Vegas. Competitors of The Venetian and The Palazzo include resorts on the Las Vegas Strip, such as the Bellagio, Mandalay Bay, Wynn Las Vegas and Caesars Palace, and properties off the Las Vegas Strip. Several large projects also are expected to open in the next several years. Some of these facilities are or will be operated by companies that may have significant name recognition and financial and marketing resources, and may target the same demographic groups as we do. We also compete with legalized gaming from casinos located on Native American tribal lands. The proliferation of gaming in California and other areas located in the same region as The Venetian and The Palazzo could have an adverse effect on our financial condition, results of operations or cash flows.

Our Las Vegas hotel/casino operations also compete, to some extent, with other hotel/casino facilities in Nevada and in Atlantic City, hotel/casino and other resort facilities elsewhere in the country and the world, Internet gaming websites and state lotteries. In addition, certain states have legalized, and others may legalize, casino gaming in specific areas. The continued proliferation of gaming venues could significantly and adversely affect our business. In particular, the legalization of casino gaming in or near major metropolitan areas from which we traditionally attract customers could have a material adverse effect on our business. The current global trend toward liberalization of gaming restrictions and the resulting proliferation of gaming venues could result in a decrease in the number of visitors to our Las Vegas facilities, which could adversely effect our financial condition, results of operations or cash flows.

Las Vegas generally competes with trade show and convention facilities located in and around major U.S. cities. Within Las Vegas, The Sands Expo Center and The Congress Center compete with the Las Vegas Convention Center (the “LVCC”), which is located off the Las Vegas Strip and currently has approximately 3.2 million gross square feet of convention and exhibit facilities. A major expansion project for the LVCC is expected to be completed in 2010. In addition to the LVCC, Mandalay Bay, MGM Grand Hotel and Casino, Mirage and Wynn Las Vegas have convention and conference facilities that are The Congress Center’s primary Las Vegas competition. Several large projects, which are expected to open in the next several years, may include additional convention and conference facilities.

To the extent that any of the competitors of The Venetian and The Palazzo can offer a hotel/casino experience that is integrated with substantial trade show and convention, conference and meeting facilities, our competitive advantage in attracting trade show and convention, conference and meeting attendees could be adversely affected. In addition, other American cities are in the process of developing, or have announced plans to develop, convention center and other meeting, trade and exhibition facilities that may compete with ours.

The Macao Market

Introduction

Macao is regarded as the largest and fastest-growing gaming market in the world and benefits from being the only market in China to offer legalized casino gaming.

Macao as a Gaming and Resort Destination

In May 2004, Sands Macao became the first Las Vegas-style casino to open in Macao and with our opening of The Venetian Macao in August 2007, we believe that our high-quality gaming product has enabled us to capture a meaningful share of the overall market, including the VIP player market segment, in Macao.

Gaming revenues in Macao in 2007 reached a record $10.3 billion, a 46.6% increase over 2006. Visits to Macao were up 22.7% in 2007, when compared to 2006. According to Macao government statistics, during 2007 (through November), 21.4% of visitors traveling to Macao stayed overnight in hotels and guestrooms and, for those who stayed overnight in hotels and guestrooms, the average length of stay was between 1 and 2 nights. We expect this length of stay to increase with increased visitation, the expansion of gaming and non-gaming amenities

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including retail, entertainment, meeting and convention facility offerings, and the addition of upscale hotel resort accommodations in Macao.

Table games are the dominant form of gaming in Asia with baccarat being the most popular game, followed by other traditional U.S. and Asian games. Slot machines are offered in Macao, but the structure of the gaming market in Macao has historically favored table gaming. However, with the increase in the mass gaming market in Macao, slot machines of international standards are becoming an important feature of the market. We expect the slot machine business to grow in Macao and we intend to continue to introduce more modern and popular products that appeal to the Asian marketplace.

We believe that as new facilities and standards of service are introduced, Macao will become an even more desirable tourist destination. The improved experience of visitors to Macao should lead to longer stays, an increased number of return trips from existing feeder markets and the opening of several new feeder markets. In addition, we believe that a wealthier Chinese middle class will lead to increased travel to Macao and generate increased demand for gaming, entertainment and resort offerings. We also believe that the combination of less onerous travel restrictions, the greater ability of Chinese citizens to bring renminbi (the Chinese currency) to Macao, increasing regional wealth and the opening of world-class facilities will transform Macao to a multi-day travel destination similar to Las Vegas.

Proximity to Major Asian Cities

Approximately 1.0 billion people are estimated to live within a three-hour flight from Macao and approximately 3.0 billion people are estimated to live within a five-hour flight from Macao. According to Macao government statistics, 85.4% of the tourists who visited Macao in 2007 came from Hong Kong or mainland China and the dominant feeder markets to Macao have been, and continue to be, Hong Kong and China. Although the total number of visitors from Hong Kong continues to grow, that market has shrunk as a percentage of the total visitor distribution from 44.2% in 2002 to 30.3% in 2007, while visitors from mainland China made up 55.1% of total visitors to Macao in 2007. Until recently, mainland Chinese were permitted to visit Macao only as part of a tour group. Now that these travel restrictions have eased for mainland Chinese from most urban centers and economically developed regions, individual travel to Macao is expected to increase, generating increased demand for casino offerings.

Gaming customers from Hong Kong, southeast China, Taiwan and other locations in Asia can reach Macao in a relatively short period of time, using a variety of methods of transportation, and visitors from more distant locations in Asia can take advantage of short travel times by air to Macao, Zhuhai, Shenzhen, Guangzhou or to Hong Kong (followed by a road, ferry or helicopter trip to Macao). In addition, numerous carriers fly directly into Macao International Airport from many major cities in Asia. The relatively easy access from major population centers promotes Macao as a popular gaming destination in Asia.

Macao draws a significant number of gaming customers from both visitors to and residents of Hong Kong. One of the major methods of transportation to Macao from Hong Kong is the jetfoil ferry service, including our ferry service, The Cotai Strip CotaiJet TM , which we opened in late 2007. Macao is also accessible from Hong Kong by helicopter. In addition, the proposed bridge linking Hong Kong, Macao and Zhuhai is expected to reduce the travel time between central Hong Kong and Macao. The bridge is expected be completed sometime between 2012 and 2015.

The Macao pataca and the Hong Kong dollar are linked to each other and, in many cases, are used interchangeably in Macao. However, currency exchange controls and restrictions on the export of currency by certain countries may negatively impact the success of our operations. For example, there are currently existing currency exchange controls and restrictions on the export of the renminbi. In addition, restrictions on the export of the renminbi may impede the flow of gaming customers from China to Macao, inhibit the growth of gaming in Macao and negatively impact our gaming operations.

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Competition in Macao

Gaming in Macao is administered through government-sanctioned concessions awarded to three different concessionaires and three subconcessionaires, of which we are one. The Macao government is precluded by contract from granting any additional gaming concessions until 2009. In addition, the current laws only permit three gaming concessions, although future subconcessions are permitted. However, the laws could change and permit the Macao government to grant additional gaming concessions before 2009. If the Macao government were to allow additional competitors to operate in Macao through the grant of additional concessions or subconcessions, we would face additional competition, which could have a material adverse effect on our financial condition, results of operations or cash flows.

SJM, controlled by Stanley Ho, holds one of the three concessions and currently operates 19 facilities throughout Macao. Historically, SJM was the only gaming operator in Macao, with over 40 years of operating experience in Macao. Many of its 19 casinos are relatively small facilities that are offered as amenities in hotels; however, a number are large operations enjoying significant recognition by gaming customers in the marketplace. SJM was obligated to invest at least approximately 4.7 billion patacas (approximately $584.6 million at exchange rates in effect on December 31, 2007) by March 31, 2009, under its concession agreement with the government of Macao. SJM’s projects include the Grand Lisboa; the Fisherman’s Wharf entertainment complex, which opened in December 2005; and other projects. In addition, MGM MIRAGE has entered into a joint venture agreement with Stanley Ho’s daughter, Pansy Ho Chiu-king, to develop, build and operate two major hotel/casino resorts in Macao. In April 2005, MGM Grand Paradise Limited obtained a subconcession allowing it to conduct gaming operations in Macao. The MGM Grand Macau opened in December 2007 and features approximately 600 rooms, 375 table games, 900 slot machines, restaurants and entertainment amenities.

Galaxy Casino Company Limited (“Galaxy”) holds a concession and has the ability to operate casino properties independent of us. Galaxy was obligated to invest at least 4.4 billion patacas (approximately $547.3 million at exchange rates in effect on December 31, 2007) by June 2012 under its concession agreement with the government of Macao. Galaxy currently operates five casinos in Macao, including StarWorld Hotel, which opened in October 2006 and has over 500 hotel rooms and a 140,000 square foot gaming floor with approximately 260 table games and 500 slot machines.

Wynn Resorts (Macau), S.A. (“Wynn Macau”), a subsidiary of Wynn Resorts Limited, holds the third concession. Wynn Macau opened in September 2006 and expanded the property in late 2007. Wynn Macau now includes an approximately 600-room hotel, a casino and other non-gaming amenities. In 2006, Wynn Macau sold its subconcession right under its gaming concession to an affiliate of Publishing and Broadcasting Limited (“PBL”). The subconcession right permitted the PBL affiliate to receive a gaming subconcession from the Macao government. In May 2007, a PBL affiliate opened the Crown Macau, which includes an approximately 216-room hotel, a casino and other non-gaming amenities.

Our Macao operations will also face competition from casinos located in other areas of Asia, such as the major gaming and resort destination Genting Highlands Resort, located outside of Kuala Lumpur, Malaysia and casinos in South Korea and the Philippines, as well as pachinko and pachislot parlors in Japan. We will also encounter competition from other major gaming centers worldwide.

Advertising and Marketing

We advertise in many types of media, including television, radio, newspapers, magazines and billboards, to promote general market awareness of our properties as unique vacation, business and convention destinations due to our first-class hotels, casinos, retail stores, restaurants and other amenities. We actively engage in direct marketing as allowed in various geographic regions, which is targeted at specific market segments, including the premium slot and table games markets.

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Regulation and Licensing

State of Nevada

The ownership and operation of casino gaming facilities in the State of Nevada are subject to the Nevada Gaming Control Act and the regulations promulgated thereunder (collectively, the “Nevada Act”) and various local regulations. Our gaming operations are also subject to the licensing and regulatory control of the Nevada Gaming Commission (the “Nevada Commission”), the Nevada Gaming Control Board (the “Nevada Board”) and the Clark County Liquor and Gaming Licensing Board (the “CCLGLB” and together with the Nevada Commission and the Nevada Board, the “Nevada Gaming Authorities”).

The laws, regulations and supervisory procedures of the Nevada Gaming Authorities are based upon declarations of public policy that are concerned with, among other things:

Any change in such laws, regulations and procedures could have an adverse effect on our Las Vegas operations.

Las Vegas Sands, LLC is licensed by the Nevada Gaming Authorities to operate both The Venetian and The Palazzo as a single resort hotel as set forth in the Nevada Act. The gaming license requires the periodic payment of fees and taxes and is not transferable. Las Vegas Sands, LLC is also registered as an intermediary company of Venetian Casino Resort, LLC. Venetian Casino Resort, LLC is licensed as a manufacturer and distributor of gaming devices. Las Vegas Sands, LLC and Venetian Casino Resort, LLC are collectively referred to as the “licensed subsidiaries.” Las Vegas Sands Corp. is registered with the Nevada Commission as a publicly-traded corporation (the “registered corporation”). As such, we must periodically submit detailed financial and operating reports to the Nevada Gaming Authorities and furnish any other information that the Nevada Gaming Authorities may require. No person may become a stockholder of, or receive any percentage of the profits from, the licensed subsidiaries without first obtaining licenses and approvals from the Nevada Gaming Authorities. Additionally, the CCLGLB has taken the position that it has the authority to approve all persons owning or controlling the stock of any corporation controlling a gaming licensee. We, and the licensed subsidiaries, possess all state and local government registrations, approvals, permits and licenses required in order for us to engage in gaming activities at The Venetian and The Palazzo.

The Nevada Gaming Authorities may investigate any individual who has a material relationship to or material involvement with us or the licensed subsidiaries to determine whether such individual is suitable or should be licensed as a business associate of a gaming licensee. Officers, directors and certain key employees of the licensed subsidiaries must file applications with the Nevada Gaming Authorities and may be required to be licensed by the Nevada Gaming Authorities. Our officers, directors and key employees who are actively and directly involved in the gaming activities of the licensed subsidiaries may be required to be licensed or found suitable by the Nevada Gaming Authorities.

The Nevada Gaming Authorities may deny an application for licensing or a finding of suitability for any cause they deem reasonable. A finding of suitability is comparable to licensing; both require submission of detailed personal and financial information followed by a thorough investigation. The applicant for licensing or a finding of suitability, or the gaming licensee by whom the applicant is employed or for whom the applicant serves, must pay all the costs of the investigation. Changes in licensed positions must be reported to the Nevada Gaming Authorities, and in addition to their authority to deny an application for a finding of suitability or licensure, the Nevada Gaming Authorities have jurisdiction to disapprove a change in a corporate position.

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• 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 prevention of cheating and fraudulent practices; and

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

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If the Nevada Gaming Authorities were to find an officer, director or key employee unsuitable for licensing or to have an inappropriate relationship with us or the licensed subsidiaries, we would have to sever all relationships with such person. In addition, the Nevada Commission may require us or the licensed subsidiaries to terminate the employment of any person who refuses to file appropriate applications. Determinations of suitability or questions pertaining to licensing are not subject to judicial review in Nevada.

We, and the licensed subsidiaries, are required to submit periodic detailed financial and operating reports to the Nevada Commission. Substantially all of our and our licensed subsidiaries’ material loans, leases, sales of securities and similar financing transactions must be reported to or approved by the Nevada Commission.

If it were determined that we or a licensed subsidiary violated the Nevada Act, the registration and gaming licenses we then hold could be limited, conditioned, suspended or revoked, subject to compliance with certain statutory and regulatory procedures. In addition, we and the persons involved could be subject to substantial fines for each separate violation of the Nevada Act at the discretion of the Nevada Commission. Further, a supervisor could be appointed by the Nevada Commission to operate the casinos, and, under certain circumstances, earnings generated during the supervisor’s appointment (except for the reasonable rental value of the casinos) could be forfeited to the State of Nevada. Limitation, conditioning or suspension of any gaming registration or license or the appointment of a supervisor could (and revocation of any gaming license would) materially adversely affect our gaming operations.

Any beneficial holder of our voting securities, regardless of the number of shares owned, may be required to file an application, be investigated, and have its suitability as a beneficial holder of our voting securities determined if the Nevada Commission has reason to believe that such ownership would otherwise be inconsistent with the declared policies of the State of Nevada. The applicant must pay all costs of investigation incurred by the Nevada Gaming Authorities in conducting any such investigation.

The Nevada Act requires any person who acquires more than 5% of our voting securities to report the acquisition to the Nevada Commission. The Nevada Act requires that beneficial owners of more than 10% of our voting securities apply to the Nevada Commission for a finding of suitability within thirty days after the Chairman of the Nevada Board mails the written notice requiring such filing. Under certain circumstances, an “institutional investor” as defined in the Nevada Act, which acquires more than 10% but not more than 15% of our voting securities, may apply to the Nevada Commission for a waiver of such finding of suitability if such institutional investor holds the voting securities only for investment purposes.

An institutional investor will be deemed to hold voting securities only for investment purposes if it acquires and holds the voting securities in the ordinary course of business as an institutional investment and not for the purpose of causing, directly or indirectly, the election of a majority of the members of our board of directors, any change in our corporate charter, by-laws, management, policies or our operations or any of our gaming affiliates, or any other action which the Nevada Commission finds to be inconsistent with holding our voting securities only for investment purposes. Activities that are deemed consistent with holding voting securities only for investment purposes include:

If the beneficial holder of voting securities who must be found suitable is a corporation, partnership or trust, it must submit detailed business and financial information including a list of beneficial owners. If the beneficial holder of nonvoting securities who must be licensed or found suitable is a corporation, partnership or trust, it must submit detailed business and financial information including a list of beneficial owners. The applicant is required to pay all costs of investigation.

Any person who fails or refuses to apply for a finding of suitability or a license within thirty days after being ordered to do so by the Nevada Commission or the Chairman of the Nevada Board may be found unsuitable. The same restrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner.

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• voting on all matters voted on by stockholders;

• 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

• such other activities as the Nevada Commission may determine to be consistent with such investment intent.

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Any stockholder found unsuitable and who holds, directly or indirectly, any beneficial ownership of the common stock of a registered corporation beyond such period of time as may be prescribed by the Nevada Commission may be guilty of a criminal offense. We are subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us or a licensed subsidiary, we, or any of the licensed subsidiaries:

Our charter documents include provisions intended to help us comply with these requirements.

The Nevada Commission may, in its discretion, require the holder of any debt security of a registered corporation to file an application, be investigated and be found suitable to own the debt security of such registered corporation. If the Nevada Commission determines that a person is unsuitable to own such security, then pursuant to the Nevada Act, the registered corporation can be sanctioned, including the loss of its approvals, if without the prior approval of the Nevada Commission, it:

We are required to maintain a current stock ledger in Nevada that may be examined by the Nevada Gaming Authorities at any time. If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to the Nevada Gaming Authorities and we are also required to disclose the identity of the beneficial owner to the Nevada Gaming Authorities. A failure to make such disclosure may be grounds for finding the record holder unsuitable. We are also required to render maximum assistance in determining the identity of the beneficial owner. The Nevada Commission has the power to require our stock certificates to bear a legend indicating that such securities are subject to the Nevada Act. However, to date, the Nevada Commission has not imposed such a requirement on us.

We cannot make a public offering of any securities without the prior approval of the Nevada Commission if the securities or the proceeds from the offering are intended to be used to construct, acquire or finance gaming facilities in Nevada, or to retire or extend obligations incurred for such purposes. On November 16, 2006, the Nevada Commission granted us prior approval to make public offerings for a period of two years, subject to certain conditions (the “shelf approval”). The shelf approval includes prior approval by the Nevada Commission permitting us to place restrictions on the transfer of the membership interests and to enter into agreements not to encumber the membership interests of Las Vegas Sands, LLC. However, the shelf approval may be rescinded for good cause without prior notice upon the issuance of an interlocutory stop order by the Chairman of the Nevada Board. The shelf approval does not constitute a finding, recommendation, or approval by the Nevada Commission or the Nevada Board as to the investment merits of any securities offered under the shelf approval. Any representation to the contrary is unlawful.

Changes in our control through a merger, consolidation, stock or asset acquisition, management or consulting agreement, or any act or conduct by any person whereby he or she obtains control, shall not occur without the prior approval of the Nevada Commission. Entities seeking to acquire control of a registered corporation must satisfy the Nevada Board and the Nevada Commission concerning a variety of stringent standards prior to assuming control of such registered corporation. The Nevada Commission may also require controlling stockholders, officers, directors and other persons having a material relationship or involvement with the entity proposing to acquire control, to be investigated and licensed as part of the approval process of the transaction.

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• allow that person to exercise, directly or indirectly, any voting right conferred through securities 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 such unsuitable person to relinquish his or her voting securities for cash at fair market value.

• pays to the unsuitable person any dividend, interest, or any distribution whatsoever;

• recognizes any voting right by such unsuitable person in connection with such securities;

• pays the unsuitable person remuneration in any form; or

• makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation or similar transaction.

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The Nevada legislature has declared that some corporate acquisitions opposed by management, repurchases of voting securities and corporate defense tactics affecting Nevada gaming licensees, and registered corporations that are affiliated with those operations, may be injurious to stable and productive corporate gaming. The Nevada Commission has established a regulatory scheme to ameliorate the potentially adverse effects of these business practices upon Nevada’s gaming industry and to further Nevada’s policy to:

Approvals are, in certain circumstances, required from the Nevada Commission before we can make exceptional repurchases of voting securities above the current market price thereof and before a corporate acquisition opposed by management can be consummated.

The Nevada Act also requires prior approval of a plan of recapitalization proposed by the board of directors in response to a tender offer made directly to the registered corporation’s stockholders for the purposes of acquiring control of the registered corporation.

License fees and taxes, computed in various ways depending upon the type of gaming or activity involved, are payable to the State of Nevada and to Clark County, Nevada. Depending upon the particular fee or tax involved, these fees and taxes are payable monthly, quarterly or annually and are based upon:

The tax on gross revenues received is generally 6.75%. In addition, an excise tax is paid by us on charges for admission to any facility where certain forms of live entertainment are provided. Venetian Casino Resort, LLC, is also required to pay certain fees and taxes to the State of Nevada as a licensed manufacturer and distributor.

Any person who is licensed, required to be licensed, registered, required to be registered, or under common control with such persons (collectively, “licensees”), and who proposes to become involved in a gaming operation outside of Nevada, is required to deposit with the Nevada Board, and thereafter maintain, a revolving fund in the amount of $10,000 to pay the expenses of any investigation by the Nevada Board into their participation in such foreign gaming operation. The revolving fund is subject to increase or decrease at the discretion of the Nevada Commission. Thereafter, licensees are also required to comply with certain reporting requirements imposed by the Nevada Act. Licensees are also subject to disciplinary action by the Nevada Commission if they knowingly violate any laws of any foreign jurisdiction pertaining to such foreign gaming operation, fail to conduct such foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations, engage in activities that are harmful to the State of Nevada or its ability to collect gaming taxes and fees, or employ a person in such foreign operation who has been denied a license or a finding of suitability in Nevada on the ground of personal unsuitability or who has been found guilty of cheating at gambling.

The sale of alcoholic beverages by the licensed subsidiaries on the casino premises and The Sands Expo Center is subject to licensing, control and regulation by the applicable local authorities. Our licensed subsidiaries have obtained the necessary liquor licenses to sell alcoholic beverages. All licenses are revocable and are not transferable. The agencies involved have full power to limit, condition, suspend or revoke any such licenses, and any such disciplinary action could (and revocation of such licenses would) have a material adverse effect upon our operations.

Commonwealth of Pennsylvania

Sands Bethworks Gaming is subject to the rules and regulations promulgated by the Pennsylvania Gaming Control Board, the Pennsylvania State Police and other agencies (collectively, the “PaGCB”).

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

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

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

• a percentage of the gross revenues received;

• the number of gaming devices operated; or

• the number of table games operated.

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On December 20, 2006, we were awarded one of two category 2 “at large” gaming licenses available in Pennsylvania, and a location in the Pocono Mountains was awarded the other category 2 “at large” license. On the same day, two category 2 licenses were awarded to applicants for locations in Philadelphia, one category 2 license was awarded to an applicant in Pittsburgh, and six race tracks were awarded permanent category 1 licenses. The principal difference between category 1 and category 2 licenses is that the former is available only to certain race tracks. A category 1 or category 2 licensee is authorized to open with up to 3,000 slot machines and to increase to up to 5,000 slot machines upon approval of the PaGCB, which may not take effect earlier than six months after opening. In July 2007, we paid a $50.0 million licensing fee to the Commonwealth of Pennsylvania, and in August 2007 were issued our gaming license by the Pennsylvania Gaming Control Board. Just prior to the opening of Sands Bethworks, we will be required to make a deposit of $5.0 million to cover weekly withdrawals of our appropriate share of the cost of regulation and the amount withdrawn must be replenished weekly.

We must notify the PaGCB if we become aware of any proposed or contemplated change of control including more than 5% of the ownership interests of Sands Bethworks Gaming or of more than 5% of the ownership interests of any entity that owns, directly or indirectly, at least 20% of Sands Bethworks Gaming, including Las Vegas Sands Corp. The acquisition by a person or a group of persons acting in concert of more than 20% of the ownership interests of Sands Bethworks Gaming or of any entity that owns, directly or indirectly, at least 20% of Sands Bethworks Gaming with the exception of the ownership interest of a person at the time of the original licensure when the license fee was paid, would be defined as a change of control under applicable Pennsylvania gaming law and regulations. Upon a change of control, the acquirer of the ownership interests would be required to qualify for licensure and to pay a new license fee of $50.0 million. The PaGCB retains the discretion to eliminate the need for qualification and may reduce the license fee upon a change of control. The PaGCB may provide up to 120 days for any person who is required to apply for a license and who is found not qualified to completely divest the person’s ownership interest.

Any person who acquires beneficial ownership of 5% or more of our voting securities will be required to apply to the PaGCB for licensure, obtain licensure and remain licensed. Licensure requires, among other things, that the applicant establish by clear and convincing evidence the applicant’s good character, honesty and integrity. Additionally, any trust that holds 5% or more of our voting securities is required to be licensed by the PaGCB and each individual who is a grantor, trustee or beneficiary of the trust is also required to be licensed by the PaGCB. Under certain circumstances, an “institutional investor” as defined under the regulations of the PaGCB, which acquires beneficial ownership of 10% or more, but less than 15% of our voting securities, may not be required to be licensed by the PaGCB. In addition, any beneficial owner of our voting securities, regardless of the number of shares beneficially owned, may be required at the discretion of the PaGCB to file an application for licensure.

In the event a security holder is required to be found qualified and is not found qualified, the security holder may be required by the PaGCB to divest of the interest at a price not exceeding the cost of the interest.

Macao Concession and Our Subconcession

In June 2002, the Macao government granted a concession to operate casinos in Macao to Galaxy. Galaxy was one of three entities to be granted a casino license in Macao. During December 2002, we entered into a subconcession agreement with Galaxy, which was approved by the Macao government. The subconcession agreement allows us to develop and operate certain casino projects in Macao, including Sands Macao and The Venetian Macao, separately from Galaxy. Under the subconcession agreement, we were obligated to develop and open The Venetian Macao and a convention center by December 2007, which we did. We are also obligated to operate casino games of chance or games of other forms in Macao and are required to invest, or cause to be invested, at least 4.4 billion patacas (approximately $547.3 million at exchange rates in effect on December 31, 2007) in various development projects in Macao by June 2009, which have been fulfilled as of December 31, 2007.

If the Galaxy concession is terminated for any reason, our subconcession will remain in effect. The subconcession may be terminated by agreement between ourselves and Galaxy. Galaxy is not entitled to terminate the subconcession unilaterally. However, the Macao government, with the consent of Galaxy, may terminate the subconcession under certain circumstances. Galaxy will develop hotel and casino projects separately from us.

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We are subject to licensing and control under applicable Macao law and are required to be licensed by the Macao gaming authorities to operate a casino. We must pay periodic fees and taxes, and our gaming license is not transferable. We must periodically submit detailed financial and operating reports to the Macao gaming authorities and furnish any other information that the Macao gaming authorities may require. No person may acquire any rights over the shares or assets of Venetian Macau Limited and its subsidiaries (“VML”) without first obtaining the approval of the Macao gaming authorities. Similarly, no person may enter into possession of its premises or operate them through a management agreement or any other contract or through step in rights without first obtaining the approval of, and receiving a license from, the Macao gaming authorities. The transfer or creation of encumbrances over ownership of shares representing the share capital of VML or other rights relating to such shares, and any act involving the granting of voting rights or other stockholders’ rights to persons other than the original owners, would require the approval of the Macao government and the subsequent report of such acts and transactions to the Macao gaming authorities.

Our subconcession agreement requires approval of the Macao government for transfers of shares, or of any rights over such shares, in any of the direct or indirect stockholders in VML, including us, provided that such shares or rights are, directly or indirectly, equivalent to an amount that is equal or higher than 5% of the share capital in VML. This approval requirement will not apply, however, if the securities are listed and tradable on a stock market. In addition, this agreement requires that the Macao government be given notice of the creation of any encumbrance or the grant of voting rights or other stockholder’s rights to persons other than the original owners on shares in any of the direct or indirect stockholders in VML, including us, provided that such shares or rights are indirectly equivalent to an amount that is equal or higher than 5% of the share capital in VML. This notice requirement will not apply, however, to securities listed and tradable on a stock exchange.

The Macao gaming authorities may investigate any individual who has a material relationship to, or material involvement with, us to determine whether our suitability and/or financial capacity is affected by this individual. Our shareholders with 5% or more of the share capital, directors and some of our key employees must apply for and undergo a finding of suitability process and maintain due qualification during the subconcession term, and accept the persistent and long-term inspection and supervision exercised by the Macao government. VML is required to immediately notify the Macao government should VML become aware of any fact that may be material to the appropriate qualification of any shareholder who owns 5% of the share capital, or any director or key employee. Changes in licensed positions must be reported to the Macao gaming authorities, and in addition to their authority to deny an application for a finding of suitability or licensure, the Macao gaming authorities have jurisdiction to disapprove a change in corporate position. If the Macao gaming authorities were to find one of our officers, directors or key employees unsuitable for licensing, we would have to sever all relationships with that person. In addition, the Macao gaming authorities may require us to terminate the employment of any person who refuses to file appropriate applications.

Any person who fails or refuses to apply for a finding of suitability after being ordered to do so by the Macao gaming authorities may be found unsuitable. Any stockholder found unsuitable and who holds, directly or indirectly, any beneficial ownership of the common stock of a registered corporation beyond the period of time prescribed by the Macao gaming authorities may lose their rights to the shares. We will be subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us, we:

The Macao gaming authorities also have the authority to approve all persons owning or controlling the stock of any corporation holding a gaming license.

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

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


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

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The Macao gaming authorities also require prior approval for the creation of liens and encumbrances over VML’s assets and restrictions on stock in connection with any financing.

The Macao gaming authorities must give their prior approval to changes in control of VML through a merger, consolidation, stock or asset acquisition, management or consulting agreement or any act or conduct by any person whereby he or she obtains control. Entities seeking to acquire control of a registered corporation must satisfy the Macao gaming authorities concerning a variety of stringent standards prior to assuming control. The Macao Gaming Commission may also require controlling stockholders, officers, directors and other persons having a material relationship or involvement with the entity proposing to acquire control, to be investigated and licensed as part of the approval process of the transaction.

The Macao gaming authorities may consider that some management opposition to corporate acquisitions, repurchases of voting securities and corporate defense tactics affecting Macao gaming licensees, and registered corporations that are affiliated with those operations, may be injurious to stable and productive corporate gaming.

The Macao gaming authorities also have the power to supervise gaming licensees in order to:

The subconcession agreement requires the Macao gaming authorities’ prior approval of any recapitalization plan proposed by VML’s board of directors. The Chief Executive of Macao could also require VML to increase its share capital if he deemed it necessary.

The Macao government also has the right, after consultation with Galaxy, to unilaterally terminate the subconcession agreement at any time upon the occurrence of specified events of default, including:

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

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

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

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

• 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;

• the bankruptcy or insolvency of VML;

• fraudulent activity by VML;

• 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.

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In addition, we must comply with various covenants and other provisions under the subconcession, including obligations to:

The subconcession agreement also allows the Macao government to request various changes in the plans and specifications of our Macao properties and to make various other decisions and determinations that may be binding on us. For example, the Macao government has the right to require that we contribute additional capital to our Macao subsidiaries or that we provide certain deposits or other guarantees of performance in any amount determined by the Macao government to be necessary. VML is limited in its ability to raise additional capital by the need to first obtain the approval of the Macao gaming and governmental authorities before raising certain debt or equity.

If our subconcession is terminated, all of our casino gaming operations and related equipment in Macao would be automatically transferred to the Macao government without compensation to us and we would cease to generate any revenues from these operations. In many of these instances, the subconcession agreement does not provide a specific cure period within which any such events may be cured and, instead, we would rely on consultations and negotiations with the Macao government to give us an opportunity to remedy any such default.

The Sands Macao and The Venetian Macao are being operated under our subconcession agreement. This subconcession excludes the following gaming activities: mutual bets, lotteries, raffles, interactive gaming and games of chance or other gaming, betting or gambling activities on ships or planes. Our subconcession is exclusively governed by Macao law. We are subject to the exclusive jurisdiction of the courts of Macao in case of any dispute or conflict relating to our subconcession.

Our subconcession agreement expires on June 26, 2022. Unless our subconcession is extended, on that date, all our casino operations and related equipment in Macao will automatically be transferred to the Macao government without compensation to us and we will cease to generate any revenues from these operations. Beginning on December 26, 2017, the Macao government may redeem our subconcession by giving us at least one year prior notice and by paying us fair compensation or indemnity. The amount of such compensation or indemnity will be determined based on the amount of revenue generated during the tax year prior to the redemption. See “Risk Factors — Risks Associated with Our International Operations — We will stop generating any revenues from our Macao gaming operations if we cannot secure an extension of our subconcession in 2022 or if the Macao government exercises its redemption right.”

Under the subconcession, we are obligated to pay to the Macao government an annual premium with a fixed portion and a variable portion based on the number and type of gaming tables employed and gaming machines operated by us. The fixed portion of the premium is equal to 30.0 million patacas (approximately $3.7 million at exchange rates in effect on December 31, 2007). The variable portion is equal to 300,000 patacas per gaming table reserved exclusively for certain kinds of games or players, 150,000 patacas per gaming table not so reserved and 1,000 patacas per electrical or mechanical gaming machine, including slot machines (approximately $37,314, $18,657 and $124, respectively, at exchange rates in effect on December 31, 2007), subject to a minimum of 45.0 million patacas (or $5.6 million at exchange rates in effect on December 31, 2007). We also have to pay a special gaming tax of 35% of gross gaming revenues and applicable withholding taxes. We must also contribute 4% of our gross gaming revenue to utilities designated by the Macao government, a portion of which must be used for promotion of tourism in Macao. This percentage will be subject to change in 2010.

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• ensure the proper operation and conduct of casino games;

• employ people with appropriate qualifications;

• 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

• maintain a specified level of insurance.

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Currently, the gaming tax in Macao is calculated as a percentage of gross gaming revenue. However, unlike Nevada, gross gaming revenue does not include deductions for credit losses. As a result, if we extend credit to our customers in Macao and are unable to collect on the related receivables from them, we have to pay taxes on our winnings from these customers even though we were unable to collect on the related receivables from them. We are currently offering credit to customers in Macao on a very limited basis. If the laws are not changed, our business in Macao may not be able to realize the full benefits of extending credit to our customers. Although there are proposals to revise the gaming tax laws in Macao, there can be no assurance that the laws will be changed.

We have received an exemption from Macao’s corporate income tax on profits generated by the operation of casino games of chance for the five-year period ending December 31, 2008. See “Risk Factors — Risks Associated with Our International Operations — We are currently not required to pay corporate income taxes on our casino gaming operations in Macao. This tax exemption expires at the end of 2008.”

Development Agreement with Singapore Tourism Board

On August 23, 2006, MBS, a wholly-owned subsidiary of the Company, entered into the Development Agreement with the STB to design, develop, construct and operate an integrated resort in Singapore called the Marina Bay Sands. The Development Agreement includes a concession for MBS to own and operate a casino within the integrated resort. In addition to the casino, the integrated resort will include, among other amenities, a hotel, a retail complex, a convention center and meeting room complex, theaters, restaurants and an art/science museum. MBS is one of two companies that has been awarded a concession to operate a casino in Singapore. Under the Development Agreement, the STB has provided a ten-year exclusive period during which only two licensees will be granted the right to operate a casino in Singapore. In connection with entering into the Development Agreement, MBS entered into a 60-year lease with the STB for the parcels underlying the proposed site and entered into an agreement with the Land Transport Authority of Singapore for the provision of necessary infrastructure for rapid transit systems and roadworks within and/or outside the proposed site.

The casino concession provided under the Development Agreement is for 30 years commencing from the date the Development Agreement was entered into. In order to renew the casino concession, MBS must give notice to the STB and other relevant authorities in Singapore at least five years before its expiration in August 2036. However, the Singapore government may terminate the casino concession prior to its expiration in order to serve the best interests of the public, in which event fair compensation will be paid to MBS.

Under the Development Agreement, MBS is required to be licensed by the relevant gaming authorities in Singapore before it can commence operating the casino under the casino concession. In connection with issuing the gaming license, the relevant gaming authorities will look into various factors relating to MBS, including, but not limited to, (i) its reputation, character, honesty and integrity, (ii) whether or not it is sound and stable from a financial point of view, (iii) confirming that it has a satisfactory corporate ownership structure, (iv) the adequacy of its financial resources in order to ensure the financial viability of the proposed casino operations, (v) whether it has engaged and employed persons who have sufficient experience managing and operating a casino and that are suitable to act in such capacities, (vi) its ability to sufficiently establish and maintain a successful casino operation, (vii) confirming that there are no business associations with any person, body or association who is not of good repute, has a disregard for character, honesty and integrity, or has undesirable or unsatisfactory financial resources, (viii) determining whether the persons associated or connected with the ownership, administration or management of the casino operations or business are suitable persons to act in such capacity and (ix) the development and operation plan for the casino.

The Development Agreement contains, among other things, restrictions limiting the use of the leased land to the development and operation of the project, requirements that MBS obtain prior approval from the STB in order to subdivide the hotel and retail components of the project and prohibitions on any such subdivision during an exclusivity period of approximately eleven years from the signing of the Development Agreement. The Development Agreement also contains provisions relating to the construction of the project and associated deadlines for substantial completion and opening; the location of the casino within the project site and casino licensing issues; insurance requirements; and limitations on MBS’ ability to assign the lease or sub-lease any portion of the land during the exclusivity period. In addition, the Development Agreement contains events of default, including, among

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other things, the failure of MBS to perform its obligations under the Development Agreement and events of bankruptcy or dissolution.

The Development Agreement requires MBS to invest at least 3.85 billion Singapore dollars (“SGD,” approximately $2.66 billion at exchange rates in effect as of December 31, 2007) in the integrated resort, which investment is to be allocated in specified amounts among the casino, hotel, food and beverage outlets, retail areas, meeting, convention and exhibition facilities, key attractions, entertainment venues and public areas. This minimum investment requirement must be satisfied in full upon the earlier of eight years from the date of the Development Agreement or three years from the issuance of the casino license. However, the casino license will not be granted by the relevant authorities in Singapore until at least 50% of the required investment has been made and at least 50% of the construction of the integrated resort is complete. MBS must complete the construction of the Marina Bay Sands by no later than August 22, 2014. MBS currently plans to complete and open substantially all of the integrated resort, including the casino, at the same time in late 2009. Under the terms of the Development Agreement, MBS has agreed to design, develop and construct the integrated resort in accordance with the plans set forth in its response to the request for proposal which was ultimately accepted by the STB. Any changes in the overall design and the components of the integrated resort from what was contained in the response to the request for proposal will require the prior approval of the Singapore government.

Under the proposed casino regulations, employees who exercise a significant influence over, or with respect to, the operations in the casino will need to be licensed by the relevant authorities in Singapore. MBS will also have to comply with proposed regulations concerning the location, floor plans and layout of the casino; internal controls with respect to casino operations; relationships with and permitted payments to junket operators; security; casino access by Singaporeans and non-Singaporeans; and those relating to social controls and maintaining law and order. These regulations have not been published, but MBS is actively engaged in a regular dialogue with the relevant authorities in Singapore in connection with the drafting, adoption and compliance with the proposed casino regulations.

Under the Development Agreement, MBS will have to pay an annual license fee that will cover the costs of implementing and enforcing the proposed regulations. This is expected to be between SGD 12.5 million to SGD 15.0 million (approximately $8.6 million and $10.4 million, respectively, at exchange rates in effect as of December 31, 2007) and will be reviewed every three years. The Company must continue to be the single largest entity with a direct or indirect controlling interest in MBS for the first ten years from the date of the Development Agreement, and its interest must be at least 20% thereafter. The Company is currently a 100% indirect controlling shareholder of MBS.

There will be a casino tax of 15% imposed on the gross gaming revenue from the casino, except in the case of gaming by premium VIP players, in which case a casino tax of 5% will be imposed on the gross gaming revenue generated from such VIP players. The tax rates will not be changed for at least 15 years. The casino tax will be deductible against the corporate income tax payable by MBS to the Singapore tax authorities. The provision for bad debts arising from the extension of credit granted to gaming patrons will not be deductible against gross gaming revenue when calculating the casino tax but will be deductible for the purposes of calculating corporate income tax (subject to the prevailing law). MBS will not be permitted to extend credit in connection with gaming at the casino except to premium players and non-Singapore residents.

The key constraint imposed on the casino under the Development Agreement is the total size of the gaming area, which must not be more than 15,000 square meters (approximately 161,000 square feet). The following will not be counted towards the gaming area: back of house facilities, reception, toilets, food and beverage areas, retail shops, stairs, escalators and lift lobbies leading to the gaming area, aesthetic and decorative displays, performance areas and major aisles. The casino located within the Marina Bay Sands may not have more than 2,500 gaming machines, but there is no limit on the number of tables for casino games permitted in the casino.

Employees

We directly employ approximately 28,000 employees worldwide and hire temporary employees on an as-needed basis. The employees at The Venetian and The Palazzo are not covered by collective bargaining agreements.

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We are not aware of any union activity at our Macao operations. We believe that we have good relations with our employees.

The unions currently on the Las Vegas Strip include Local 226 Culinary, Workers Union of the Hotel Employees and Restaurant Employees International Union, the Operating Engineers Union and the Teamsters Union. Prior to and since the opening of The Venetian, Local 226 has requested that we recognize it as the bargaining agent for employees of The Venetian. We have declined to do so, believing that current and future employees are entitled to select their own bargaining agent, if any. In the past, when other hotel/casino operators have taken a similar position, Local 226 has engaged in certain confrontational and obstructive tactics, including contacting potential customers, tenants, and investors, objecting to various administrative approvals and picketing. Local 226 has engaged in these types of tactics with respect to The Venetian and may continue to do so. Although we believe we will be able to operate despite such dispute, no assurance can be given that we will be able to do so or that the failure to do so would not result in a material adverse effect on our financial condition, results of operations or cash flows. Although no assurances can be given, if employees decide to be represented by labor unions, management does not believe that such representation would have a material effect on our financial condition, results of operations or cash flows.

Certain culinary personnel are hired from time to time for trade shows and conventions at The Sands Expo Center and are covered under a collective bargaining agreement between Local 226 and The Sands Expo Center. This collective bargaining agreement expired in December 2000. As a result, The Sands Expo Center is operating under the terms of the expired bargaining agreement with respect to these employees.

Intellectual Property

Our principal intellectual property consists of, among others, the “Sands,” “Venetian,” “Palazzo” and “Paiza” trademarks, all of which have been registered in various classes in the United States. In addition, we have also applied to register numerous other trademarks in connection with our properties and development projects in the U.S., Macao and Singapore. We have also registered and/or applied to register many of our trademarks in various foreign jurisdictions. These trademarks are brand names under which we market our properties and services. We consider these brand names to be important to our business since they have the effect of developing brand identification. We believe that the name recognition, reputation and image that we have developed attract customers to our facilities. Once granted, our trademark registrations are of perpetual duration so long as they are periodically renewed. It is our intent to maintain our trademark registrations.

Agreements Relating to the Malls

The Grand Canal Shops

On April 12, 2004, we entered into an agreement with GGP to sell The Grand Canal Shops and lease to GGP certain restaurant and other retail space at the casino level of The Venetian for approximately $766.0 million. We completed the sale of The Grand Canal Shops on May 17, 2004. On the same date, we leased to GGP 19 spaces on the casino level of The Venetian currently occupied by various retail and restaurant tenants for 89 years with annual rent of one dollar per year, and GGP assumed our interest as landlord under the various space leases associated with these 19 spaces. In addition, on the same date, we agreed with GGP to:

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• continue to be obligated to fulfill certain lease termination and asset purchase agreements;

• lease the Blue Man Group Theater space located within The Grand Canal Shops from GGP for a period of 25 years, subject to an additional 50 years of extension options, with initial fixed minimum rent of $3.3 million per year;

• lease the gondola retail store and the canal space located within The Grand Canal Shops from GGP for a period of 25 years, subject to an additional 50 years of extension options, with initial fixed minimum rent of $3.5 million per year; and

• lease certain office space from GGP for a period of 10 years, subject to an additional 65 years of extension options, with initial annual rent of $0.9 million.

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The lease payments relating to the Blue Man Group Theater, the canal space within The Grand Canal Shops and the office space from GGP are subject to automatic increases of 5% in the sixth lease year and each subsequent fifth lease year.

The Shoppes at The Palazzo

The Shoppes at The Palazzo opened on January 18, 2008, with some tenants not yet open. We are selling The Shoppes at The Palazzo to GGP pursuant to a purchase and sale agreement dated as of April 12, 2004, as amended, regarding the development and sale of The Shoppes at The Palazzo (the “Amended Agreement”). The total purchase price to be paid by GGP for The Shoppes at The Palazzo is determined by taking The Shoppes at The Palazzo’s net operating income, as defined in the Amended Agreement, for months 19 through 30 of its operations (assuming that the rent and other periodic payments due from all tenants in month 30 was actually due in each of months 19 through 30) divided by a capitalization rate. The capitalization rate is 0.06 for every dollar of net operating income up to $38.0 million and 0.08 for every dollar of net operating income above $38.0 million. On the closing date of the sale of The Shoppes at The Palazzo to GGP, which we expect to be on February 29, 2008, or shortly thereafter, GGP will be obligated to make an initial purchase price payment based on projected net operating income for the first 12 months of operations (but in no event less than $250.0 million and only taking into account tenants open for business or paying rent as of the closing date). We are in the process of finalizing the amount of the initial payment; however, we expect it to range between $285.0 million and $295.0 million. Pursuant to the Amended Agreement, at the fourth, eighth, 12th, 18th, and 24th month after closing, the required purchase price will be adjusted (up or down, but will never be less than $250.0 million) based on projected net operating income for the upcoming 12 months. Subject to adjustments for certain audit and other issues, the final adjustment to the purchase price will be made on the 30-month anniversary of the closing date and will be based on the formula described above. For all purchase price and purchase price adjustment calculations, “net operating income” will be calculated by using the “accrual” method of accounting and the final purchase price adjustment will be calculated by applying the base rent and other periodic payments payable by all tenants in the 30th month to the entire 12-month period, as defined. Based on our continuing relationship with GGP related to its ownership of The Grand Canal Shops, knowledge of local market conditions and discussions with tenants, management believes the total purchase price to be paid by GGP will be in excess of $700.0 million.

Cooperation Agreement

Our business plan calls for each of The Venetian, The Palazzo, The Sands Expo Center, The Congress Center, The Grand Canal Shops and The Shoppes at The Palazzo, though separately owned, to be integrally related components of one facility (the “Integrated Resort”). In establishing the terms for the integrated operation of these components, the cooperation agreement sets forth agreements regarding, among other things, encroachments, easements, operating standards, maintenance requirements, insurance requirements, casualty and condemnation, joint marketing, and the sharing of some facilities and related costs. Subject to applicable law, the cooperation agreement binds all current and future owners of all portions of the Integrated Resort, and has priority over the liens securing Las Vegas Sands, LLC’s senior secured credit facility and any future liens that may secure any indebtedness of the owners of any portion of the Integrated Resort. Accordingly, subject to applicable law, the obligations in the cooperation agreement will “run with the land” if any of the components change hands.

Operating Covenants. The cooperation agreement regulates certain aspects of the operation of The Sands Expo Center, The Grand Canal Shops, The Venetian, The Palazzo and The Shoppes at The Palazzo. For example, under the cooperation agreement, we are obligated to operate The Venetian continuously and to use it exclusively in accordance with standards of first-class Las Vegas Boulevard-style hotels and casinos. We are also obligated to operate and to use The Sands Expo Center exclusively in accordance with standards of first-class convention, trade show and exposition centers. The owners of The Grand Canal Shops and The Shoppes at The Palazzo are obligated to operate their properties exclusively in accordance with standards of first-class restaurant and retail complexes. For so long as The Venetian is operated in accordance with a “Venetian” theme, the owner of The Grand Canal Shops must operate The Grand Canal Shops in accordance with the overall Venetian theme.

Maintenance and Repair. We must maintain The Venetian and The Palazzo as well as some common areas and common facilities that are to be shared with The Grand Canal Shops and The Shoppes at The Palazzo. The cost of maintenance of all shared common areas and common facilities is to be shared between us and the owners of The Grand Canal Shops and The Shoppes at The Palazzo. We must also maintain, repair, and restore The Sands Expo

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Center and certain common areas and common facilities located in The Sands Expo Center. The owners of The Grand Canal Shops and The Shoppes at The Palazzo must maintain, repair, and restore The Grand Canal Shops and The Shoppes at The Palazzo and certain common areas and common facilities located within.

Insurance. We and the owners of The Grand Canal Shops and The Shoppes at The Palazzo must maintain minimum types and levels of insurance, including property damage, general liability and business interruption insurance. The cooperation agreement establishes an insurance trustee to assist in the implementation of the insurance requirements.

Parking. The cooperation agreement also addresses issues relating to the use of Intergrated Resort’s parking facilities and easements for access. The Venetian, The Palazzo, The Grand Canal Shops, The Shoppes at The Palazzo and The Sands Expo Center may use the parking spaces in the Integrated Resort’s parking facilities on a “first come, first served” basis, as long as each property retains use of sufficient spaces to comply with specified minimum parking standards. This means that each property shall have the right to use, at a minimum, sufficient spaces to comply with applicable laws and to conduct its business as permitted under the cooperation agreement. The Integrated Resort’s parking facilities are owned, maintained, and operated by us, with the operating costs proportionately allocated among and/or billed to the owners of the components of the Integrated Resort. Each party to the cooperation agreement has granted to the others non-exclusive easements and rights to use the roadways and walkways on each other’s properties for vehicular and pedestrian access to the parking garages.

Utility Easement. All property owners have also granted each other all appropriate and necessary easement rights to utility lines servicing the Integrated Resort.

Consents, Approvals and Disputes. If any current or future party to the cooperation agreement has a consent or approval right or has discretion to act or refrain from acting, the consent or approval of such party will only be granted and action will be taken or not taken only if a commercially reasonable owner would do so and such consent, approval, action or inaction would not have a material adverse effect on the property owned by such property owner. The cooperation agreement provides for the appointment of an independent expert to resolve some disputes between the parties, as well as for expedited arbitration for other disputes.

Sale of The Grand Canal Shops or The Shoppes at The Palazzo by GGP. We have a right of first offer in connection with any proposed sale of The Grand Canal Shops or The Shoppes at The Palazzo by GGP. We also have the right to receive notice of any default by GGP sent by any lender holding a mortgage on The Grand Canal Shops or The Shoppes at The Palazzo, if any, and the right to cure such default subject to our meeting certain net worth tests.

You should carefully consider the risk factors set forth below as well as the other information contained in this Annual Report on Form 10-K in connection with evaluating the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely effect our business, financial condition, results of operations or cash flows. Certain statements in “Risk Factors” are forward-looking statements. See “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Special Note Regarding Forward-Looking Statements.”

Risks Related to Our Business

Our business is particularly sensitive to reductions in discretionary consumer spending as a result of downturns in the economy.

Consumer demand for hotel/casino resorts, trade shows and conventions and for the type of luxury amenities we offer may be particularly sensitive to downturns in the economy. Changes in consumer preferences or discretionary consumer spending brought about by factors such as fears of war, future acts of terrorism, general economic conditions, disposable consumer income, fears of recession and changes in consumer confidence in the economy could reduce customer demand for the luxury products and leisure services we offer, thus imposing practical limits on pricing and harming our operations.

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ITEM 1A. — RISK FACTORS

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Our business is sensitive to the willingness of our customers to travel. Acts of terrorism, regional political events and developments in the conflicts in certain countries could cause severe disruptions in air travel that reduce the number of visitors to our facilities, resulting in a material adverse effect on our financial condition, results of operations or cash flows.

We are dependent on the willingness of our customers to travel. A substantial number of our customers for The Venetian and The Palazzo use air travel to come to Las Vegas. On September 11, 2001, acts of terrorism occurred in New York City, Pennsylvania and Washington, D.C. As a result of these terrorist acts, domestic and international travel was severely disrupted, which resulted in a decrease in customer visits to Las Vegas, including our properties. Developments in the conflicts in certain countries, and regional issues such as tension between the People’s Republic of China and Taiwan and issues relating to North Korea could have a similar effect on domestic and international travel. Most of our customers travel to reach our Las Vegas and Macao properties. Only a small amount of our business is generated by local residents. Management cannot predict the extent to which disruptions in air or other forms of travel as a result of any further terrorist act, outbreak of hostilities or escalation of war would adversely effect our financial condition, results of operations or cash flows.

An outbreak of highly infectious disease could adversely affect the number of visitors to our facilities and disrupt our operations, resulting in a material adverse effect on our financial condition, results of operations or cash flows.

In 2003, Taiwan, China, Hong Kong, Singapore and certain other regions experienced an outbreak of a highly contagious form of atypical pneumonia now known as severe acute respiratory syndrome (“SARS”). As a result of the outbreak, there was a decrease in travel to and from, and economic activity in, affected regions, including Macao. In addition, there have been fears concerning the spread of an “avian flu” in Asia. Potential future outbreaks of SARS, avian flu or other highly infectious diseases may adversely affect the number of visitors to our operating properties and our other properties we are currently developing. Furthermore, an outbreak might disrupt our ability to adequately staff our business and could generally disrupt our operations. If any of our customers or employees are suspected of having contracted certain highly contagious diseases, we may be required to quarantine these customers or employees or the affected areas of our facilities and temporarily suspend part or all of our operations at affected facilities. Any new outbreak of such a highly infectious disease could have a material adverse effect on our financial condition, results of operations or cash flows.

There are significant risks associated with our planned construction projects, which could adversely effect our financial condition, results of operations or cash flows from these planned facilities.

Our ongoing and future construction projects, such as our Cotai Strip projects, Marina Bay Sands, Sands Bethworks and the Las Vegas condominiums, entail significant risks. Construction activity requires us to obtain qualified contractors and subcontractors, the availability of which may be uncertain. Construction projects are subject to cost overruns and delays caused by events outside of our control or, in certain cases, our contractors’ control, such as shortages of materials or skilled labor, unforeseen engineering, environmental and/or geological problems, work stoppages, weather interference, unanticipated cost increases and unavailability of construction materials or equipment. Construction, equipment or staffing problems or difficulties in obtaining any of the requisite materials, licenses, permits, allocations and authorizations from governmental or regulatory authorities could increase the total cost, delay, jeopardize, prevent the construction or opening of our projects, or otherwise affect the design and features. In addition, the number of ongoing projects and their locations throughout the world present unique challenges and risks to our management structure. If our management is unable to successfully manage our worldwide construction projects, it could have an adverse effect on our financial condition, results of operations or cash flows.

We have not entered into a fixed-price or guaranteed maximum price contract with a single construction manager or general contractor for the construction of our projects. As a result, we rely heavily on our in-house development and construction team to manage construction costs and coordinate the work of the various trade contractors. The lack of any fixed-price contract with a construction manager or general contractor will put more of the risk of cost-overruns on us. If we are unable to manage costs or we are unable to raise additional capital required,

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we may not be able to open or complete these projects, which may have an adverse impact on our business and prospects for growth.

The anticipated costs and completion dates for our projects are based on budgets, designs, development and construction documents and schedule estimates that we have prepared with the assistance of architects and other construction development consultants and that are subject to change as the design, development and construction documents are finalized and more actual construction work is performed. A failure to complete our projects on budget or on schedule may adversely effect our financial condition, results of operations or cash flows.

The failure to obtain the necessary financing, or satisfy these funding conditions, could adversely effect our ability to construct our development projects.

Because we are currently dependent upon our properties in two markets for all of our cash flow, we will be subject to greater risks than a gaming company with more operating properties or that operates in more markets.

We currently do not have material assets or operations other than our Las Vegas and Macao properties. As a result, we will be entirely dependent upon these properties for all of our cash flow until we complete the development of our Marina Bay Sands, Sands Bethworks and remaining Cotai Strip projects.

Given that our operations are currently conducted at properties in Las Vegas and Macao and that a large portion of our planned future development is in Macao and Singapore, we will be subject to greater degrees of risk than a gaming company with more operating properties in more markets. The risks to which we will have a greater degree of exposure include the following:

Our substantial debt could impair our financial condition, results of operations or cash flows. We may need to incur additional debt to finance our planned construction projects.

We are highly leveraged and have substantial debt service obligations. As of December 31, 2007, we had approximately $7.57 billion of long-term debt outstanding. This substantial indebtedness could have important consequences to us. For example, it could:

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• local economic and competitive conditions;

• inaccessibility due to inclement weather, road construction or closure of primary access routes;

• decline in air passenger traffic due to higher ticket costs or fears concerning air travel;

• changes in local and state governmental laws and regulations, including gaming laws and regulations;

• natural and other disasters, including the risk of typhoons in the South China region or outbreaks of infectious diseases;

• an increase in the cost of electrical power for our Las Vegas properties as a result of, among other things, power shortages in California or other western states with which Nevada shares a single regional power grid;

• changes in the availability of water; and

• a decline in the number of visitors to Las Vegas or Macao.

• make it more difficult for us to satisfy our debt obligations;

• increase our vulnerability to general adverse economic and industry conditions;

• impair our ability to obtain additional financing in the future for working capital needs, capital expenditures, development projects, acquisitions or general corporate purposes;

• require us to dedicate a significant portion of our cash flow from operations to the payment of principal and interest on our debt, which would reduce the funds available for our operations and development projects;

• limit our flexibility in planning for, or reacting to, changes in the business and the industry in which we operate;

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We expect that all of our current projects will be funded with additional borrowings from our existing credit facilities, with the exception of the remaining Cotai Strip developments. We have a $3.3 billion credit facility for the partial financing of the Sands Macao expansion, The Venetian Macao, The Four Seasons Macao and certain of our other Cotai Strip developments. A significant portion of the Sands Macao’s cash flows was used to finance the construction of The Venetian Macao. This credit facility will not cover all of the costs of our remaining Cotai Strip developments. We expect that the construction of the Cotai Strip developments will require significant additional debt and/or equity financings. We cannot assure you that we will obtain all the financing required for the construction and opening of our remaining Cotai Strip developments.

The terms of our debt instruments may restrict our current and future operations, particularly our ability to finance additional growth, respond to changes or take some actions that may otherwise be in our best interests.

Our current debt instruments contain, and any future debt instruments likely will contain, a number of restrictive covenants that impose significant operating and financial restrictions on us, including restrictions on our ability to:

In addition, our U.S., Macao and Singapore credit agreements contain various financial covenants. See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 8 — Long-Term Debt” for further description of these covenants. Our future debt agreements could contain financial or other covenants more restrictive than those applicable under our existing instruments.

Our insurance coverage may not be adequate to cover all possible losses that our properties could suffer. In addition, our insurance costs may increase and we may not be able to obtain the same insurance coverage in the future.

Although we have all-risk property insurance for our operating properties covering damage caused by a casualty loss (such as fire, natural disasters, acts of war or terrorism), each policy has certain exclusions. In addition, our property insurance coverage is in an amount that may be significantly less than the expected replacement cost of rebuilding the facilities if there was a total loss. Our level of insurance coverage also may not be adequate to cover all losses in the event of a major casualty. In addition, certain casualty events, such as labor strikes, nuclear events, acts of war, loss of income due to cancellation of room reservations or conventions due to fear of terrorism, deterioration or corrosion, insect or animal damage and pollution, might not be covered at all under our policies. Therefore, certain acts could expose us to substantial uninsured losses.

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• place us at a competitive disadvantage compared to our competitors that have less debt; and

• subject us to higher interest expense in the event of increases in interest rates to the extent a portion of our debt is and will continue to be at variable rates of interest.

• incur additional debt, including providing guarantees or credit support;

• incur liens securing indebtedness or other obligations;

• dispose of assets;

• make certain acquisitions;

• pay dividends or make distributions and make other restricted payments, such as purchasing equity interests, repurchasing junior indebtedness or making investments in third parties;

• enter into sale and leaseback transactions;

• engage in any new businesses;

• issue preferred stock; and

• enter into transactions with our stockholders and our affiliates.

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We also have builder’s risk insurance for many of our projects in Las Vegas, Pennsylvania, Macao and Singapore. Builder’s risk insurance provides coverage for projects during their construction for damage caused by a casualty loss. In general, our builder’s risk coverage is subject to the same exclusions, risks and deficiencies as those described above for our all-risk property coverage. Our level of builder’s risk insurance coverage may not be adequate to cover all losses in the event of a major casualty.

In addition, although we currently have insurance coverage for occurrences of terrorist acts with respect to our properties and for certain losses that could result from these acts, our terrorism coverage is subject to the same risks and deficiencies as those described above for our all- risk property coverage. The lack of sufficient insurance for these types of acts could expose us to substantial losses in the event that any damages occur, directly or indirectly, as a result of terrorist attacks or otherwise, which could have a significant negative impact on our operations.

In addition to the damage caused to our properties by a casualty loss, we may suffer business disruption as a result of these events or be subject to claims by third parties injured or harmed. While we carry business interruption insurance and general liability insurance, this insurance may not be adequate to cover all losses in any such event.

We renew our insurance policies (other than our builder’s risk insurance) on an annual basis. The cost of coverage may become so high that we may need to further reduce our policy limits or agree to certain exclusions from our coverage. Among other factors, it is possible that regional political tensions, homeland security concerns, other catastrophic events or any change in government legislation governing insurance coverage for acts of terrorism could materially adversely effect available insurance coverage and result in increased premiums on available coverage (which may cause us to elect to reduce our policy limits), additional exclusions from coverage or higher deductibles. Among other potential future adverse changes, in the future we may elect to not, or may not be able to, obtain any coverage for losses due to acts of terrorism.

Our debt instruments and other material agreements require us to maintain a certain minimum level of insurance. Failure to satisfy these requirements could result in an event of default under these debt instruments or material agreements.

We depend on the continued services of key managers and employees. If we do not retain our key personnel or attract and retain other highly skilled employees, our business will suffer.

Our ability to maintain our competitive position is dependent to a large degree on the services of our senior management team, including Sheldon G. Adelson. Mr. Adelson, William P. Weidner, Bradley H. Stone, Robert G. Goldstein and Robert P. Rozek have each entered into employment agreements; however, we cannot assure you that any of these individuals will remain with us. We currently do not have a life insurance policy on any of the members of the senior management team. The death or loss of the services of any of our senior managers or the inability to attract and retain additional senior management personnel could have a material adverse effect on our business.

We are controlled by a principal stockholder whose interest in our business may be different than yours.

Mr. Adelson and trusts for the benefit of Mr. Adelson and/or his family members beneficially own approximately 69% of our outstanding common stock as of December 31, 2007. Accordingly, Mr. Adelson exercises significant influence over our business policies and affairs, including the composition of our board of directors and any action requiring the approval of our stockholders, including the adoption of amendments to our articles of incorporation and the approval of a merger or sale of substantially all of our assets. The concentration of ownership may also delay, defer or even prevent a change in control of our company and may make some transactions more difficult or impossible without the support of Mr. Adelson. Because Mr. Adelson and trusts for the benefit of Mr. Adelson and/or his family members own more than 50% of the voting power of our company, we are considered a controlled company under the NYSE listing standards. As such, the NYSE corporate governance requirements that our board of directors and our compensation committee be independent, do not apply to us. As a result, the ability of our independent directors to influence our business policies and affairs may be reduced. The interests of Mr. Adelson may conflict with your interests.

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We are a parent company and our primary source of cash is and will be distributions from our subsidiaries.

We are a parent company with limited business operations of our own. Our main asset is the capital stock of our subsidiaries. We conduct most of our business operations through our direct and indirect subsidiaries. Accordingly, our primary sources of cash are dividends and distributions with respect to our ownership interests in our subsidiaries that are derived from the earnings and cash flow generated by our operating properties. Our subsidiaries might not generate sufficient earnings and cash flow to pay dividends or distributions in the future. Our subsidiaries’ payments to us will be contingent upon their earnings and upon other business considerations. In addition, our subsidiaries’ debt instruments and other agreements limit or prohibit certain payments of dividends or other distributions to us. We expect that the debt instruments for the financing of our other developments, including our Cotai Strip developments, will contain similar restrictions.

Risks Associated with Our U.S. Operations

We face significant competition in Las Vegas which could materially adversely effect our financial condition, results of operations or cash flows. Some of our competitors have substantial resources and access to capital, and several of them are expanding or renovating their facilities. In addition, any significant downturn in the trade show and convention business could significantly and adversely affect our mid-week occupancy rates and business.

The hotel, resort and casino businesses in Las Vegas are highly competitive. We also compete, to some extent, with other hotel/casino facilities in Nevada and in Atlantic City, as well as hotel/casinos and other resort facilities and vacation destinations elsewhere in the United States and around the world. Many of our competitors are subsidiaries or divisions of large public companies and have substantial financial and other resources.

In addition, various competitors on the Las Vegas Strip are expanding and renovating their existing facilities. If demand for hotel rooms does not keep up with the increase in the number of hotel rooms, competitive pressures may cause reductions in average room rates.

We also compete with legalized gaming from casinos located on Native American tribal lands, including those located in California. While the competitive impact on our operations in Las Vegas from the continued growth of Native American gaming establishments in California remains uncertain, the proliferation of gaming in California and other areas located in the same region as The Venetian and The Palazzo could have an adverse effect on our results of operations.

In addition, certain states have legalized, and others may legalize, casino gaming in specific areas, including metropolitan areas from which we traditionally attract customers. A number of states have permitted or are considering permitting gaming at “racinos,” on Native American reservations and through expansion of state lotteries. The current global trend toward liberalization of gaming restrictions and resulting proliferation of gaming venues could result in a decrease in the number of visitors to our Las Vegas facilities by attracting customers close to home and away from Las Vegas, which could adversely effect our financial condition, results of operations or cash flows.

The Sands Expo Center and The Congress Center provide recurring demand for mid-week room nights for business travelers who attend meetings, trade shows and conventions in Las Vegas. The Sands Expo Center and The Congress Center presently compete with other large convention centers, including convention centers in Las Vegas and other cities. Competition will be increasing for The Sands Expo Center and The Congress Center as a result of planned additional convention and meeting facilities, as well as the enhancement or expansion of existing convention and meeting facilities, in Las Vegas. Also, other American cities are in the process of developing, or have announced plans to develop, convention centers and other meeting, trade and exhibition facilities. To the extent that these competitors are able to capture a substantially larger portion of the trade show and convention business, there could be a material adverse effect on our financial position, results of operations or cash flows.

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The loss of our gaming license or our failure to comply with the extensive regulations that govern our operations could have an adverse effect on our financial condition, results of operations or cash flows.

Our gaming operations and the ownership of our securities are subject to extensive regulation by the Nevada Commission, the Nevada Board and the CCLGLB. The Nevada Gaming Authorities have broad authority with respect to licensing and registration of our business entities and individuals investing in or otherwise involved with us.

Although we currently are registered with, and Las Vegas Sands, LLC and Venetian Casino Resort, LLC currently hold gaming licenses issued by, the Nevada Gaming Authorities, these authorities may, among other things, revoke the gaming license of any corporate entity or the registration of a registered corporation or any entity registered as a holding company of a corporate licensee for violations of gaming regulations.

In addition, the Nevada Gaming Authorities may, under certain conditions, revoke the license or finding of suitability of any officer, director, controlling person, stockholder, noteholder or key employee of a licensed or registered entity. If our gaming licenses were revoked for any reason, the Nevada Gaming Authorities could require the closing of the casino, which would have a material adverse effect on our business. In addition, compliance costs associated with gaming laws, regulations or licenses are significant. Any change in the laws, regulations or licenses applicable to our business or gaming licenses could require us to make substantial expenditures or could otherwise have a material adverse effect on our financial condition, results of operations or cash flows.

For a more complete description of the gaming regulatory requirements affecting our business, see “Item 1 — Business — Regulation and Licensing.”

Certain beneficial owners of our voting securities may be required to file an application with, and be investigated by, the Nevada Gaming Authorities, and the Nevada Commission may restrict the ability of a beneficial owner to receive any benefit from our voting securities and may require the disposition of shares of our voting securities, if a beneficial owner is found to be unsuitable.

Any person who acquires beneficial ownership of more than 10% of our voting securities will be required to apply to the Nevada Commission for a finding of suitability within thirty days after the Chairman of the Nevada Board mails a written notice requiring the filing. Under certain circumstances, an “institutional investor” as defined under the regulations of the Nevada Commission, which acquires beneficial ownership of more than 10% but not more than 15% of our voting securities, may apply to the Nevada Commission for a waiver of such finding of suitability requirement if the institutional investor holds our voting securities only for investment purposes. In addition, any beneficial owner of our voting securities, regardless of the number of shares beneficially owned, may be required at the discretion of the Nevada Commission to file an application for a finding of suitability as such. In either case, a finding of suitability is comparable to licensing and the applicant must pay all costs of investigation incurred by the Nevada Gaming Authorities in conducting the investigation.

Any person who fails or refuses to apply for a finding of suitability or a license within thirty days after being ordered to do so by the Nevada Gaming Authorities may be found unsuitable. The same restrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner. Any stockholder found unsuitable and who holds, directly or indirectly, any beneficial ownership of the common stock of a registered corporation beyond such period of time as may be prescribed by the Nevada Commission may be guilty of a criminal offense. We are subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us or a licensed subsidiary, we, or any of the licensed subsidiaries:

For a more complete description of the Nevada gaming regulatory requirements applicable to beneficial owners of our voting securities, see “Item 1 — Business — Regulation and Licensing — State of Nevada.”

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


• fail to pursue all lawful efforts to require such unsuitable person to relinquish his or her voting securities for cash at fair market value.

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Certain beneficial owners of our voting securities may be required to file a license application with, and be investigated by, the Pennsylvania Gaming Control Board, the Pennsylvania State Police and other agencies.

Any person who acquires beneficial ownership of 5% or more of our voting securities will be required to apply to the PaGCB for licensure, obtain licensure and remain licensed. Licensure requires, among other things, that the applicant establish by clear and convincing evidence the applicant’s good character, honesty and integrity. Additionally, any trust that holds 5% or more of our voting securities is required to be licensed by the PaGCB and each individual who is a grantor, trustee or beneficiary of the trust is also required to be licensed by the PaGCB. Under certain circumstances, an “institutional investor” as defined under the regulations of the PaGCB, which acquires beneficial ownership of 10% or more, but less than 15% of our voting securities, may not be required to be licensed by the PaGCB. In addition, any beneficial owner of our voting securities, regardless of the number of shares beneficially owned, may be required at the discretion of the PaGCB to file an application for licensure.

Furthermore, a person or a group of persons acting in concert who acquire(s) more than 20% of our securities, with the exception of the ownership interest of a person at the time of original licensure when the license fee was paid, would trigger a “change in control” (as defined under applicable law). Such a “change in control” could require us to re-apply for licensure by the PaGCB and incur a $50.0 million license fee.

In the event a security holder is required to be found qualified and is not found qualified, the security holder may be required by the PaGCB to divest of the interest at a price not exceeding the cost of the interest.

If we are unable to maintain an acceptable working relationship with GGP and/or if GGP breaches any of its material agreements with us, there could be a material adverse effect on our financial condition, results of operations or cash flows.

We have entered into agreements with GGP under which, among other things:

Each of the above-described agreements with GGP could be adversely affected in ways that could have a material adverse effect on our financial condition, results of operations or cash flows if we do not maintain an acceptable working relationship with GGP. For example:

There could be similar material adverse consequences to us if GGP breaches any of its agreements to us, such as its agreement under the cooperation agreement to operate The Grand Canal Shops consistent with the standards of first-class restaurant and retail complexes and the overall Venetian theme, and its various obligations as our landlord under the leases described above. Although the various agreements with GGP do provide us with various remedies in the event of any breaches by GGP and also include various dispute-resolution procedures and mechanisms, these remedies, procedures and mechanisms may be inadequate to prevent a material adverse effect on our operations and financial condition if breaches by GGP occur or if we do not maintain an acceptable working relationship with GGP.

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• GGP has agreed to operate The Grand Canal Shops subject to, and in accordance with, the cooperation agreement;

• leases for The Shoppes at The Palazzo must be jointly approved by us and GGP; and

• we lease from GGP certain office space and space located within The Grand Canal Shops in which the canal and the gondola retail store are located and the Blue Man Group Theater .

• if we are unable to agree with GGP on leases for The Shoppes at The Palazzo, the purchase price we will ultimately be paid for The Shoppes at The Palazzo could be substantially reduced, and there would, at least for a certain period of time, be an empty or partially empty mall within The Palazzo; and

• the cooperation agreement that governs the relationships between The Shoppes at The Palazzo and The Palazzo and The Grand Canal Shops and The Venetian requires that the owners cooperate in various ways and take various joint actions, which will be more difficult to accomplish, especially in a cost-effective manner, if the parties do not have an acceptable working relationship.

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We extend credit to a large portion of our customers and we may not be able to collect gaming receivables from our credit players.

We conduct our gaming activities on a credit basis as well as a cash basis. This credit is unsecured. Table games players typically are extended more credit than slot players, and high-stakes players typically are extended more credit than patrons who tend to wager lower amounts. High-end gaming is more volatile than other forms of gaming, and variances in win-loss results attributable to high-end gaming may have a significant positive or negative impact on cash flow and earnings in a particular quarter.

Credit play at our Las Vegas properties is significant while at our Macao properties table games play is primarily cash play. We extend credit to those customers whose level of play and financial resources warrant, in the opinion of management, an extension of credit. For the year ended December 31, 2007, our table games drop at our Las Vegas properties was approximately 62.6% from credit-based guest wagering. These large receivables could have a significant impact on our operating results if deemed uncollectible.

While gaming debts evidenced by a credit instrument, including what is commonly referred to as a “marker,” and judgments on gaming debts are enforceable under the current laws of Nevada, and Nevada judgments on gaming debts are enforceable in all states under the Full Faith and Credit Clause of the U.S. Constitution, other jurisdictions may determine that enforcement of gaming debts is against public policy. Although courts of some foreign nations will enforce gaming debts directly and the assets in the United States of foreign debtors may be reached to satisfy a judgment, judgments on gaming debts from U.S. courts are not binding on the courts of many foreign nations.

Risks Associated with Our International Operations

Conducting business in Macao and Singapore has certain political and economic risks which may effect the financial condition, results of operations or cash flows of our Asian operations.

We currently own and operate the Sands Macao and The Venetian Macao. We are developing and plan to operate additional hotels, casinos and convention centers on the Cotai Strip in Macao. We also plan to own and operate the Marina Bay Sands in Singapore. Accordingly, our business development plans, financial condition, results of operations or cash flows may be materially and adversely affected by significant political, social and economic developments in Macao and Singapore, and by changes in policies of the governments or changes in laws and regulations or their interpretations. Our operations in Macao are, and our operations in Singapore will be, also exposed to the risk of changes in laws and policies that govern operations of companies based in those countries. Tax laws and regulations may also be subject to amendment or different interpretation and implementation, thereby adversely affecting our profitability after tax. Further, the percentage of our gross gaming revenues that we must contribute annually to the Macao authorities is subject to change in 2010. These changes may have a material adverse effect on our financial condition, results of operations or cash flows.

As we expect a significant number of consumers to come to our Macao properties from China, general economic conditions and policies in China could have a significant impact on our financial prospects. Any slowdown in economic growth or reversal of China’s current policies of liberalizing restrictions on travel and currency movements could adversely impact the number of visitors from China to our Macao properties as well as the amounts they are willing to spend at our properties.

Current Macao laws and regulations concerning gaming and gaming concessions are, for the most part, fairly recent and there is little precedent on the interpretation of these laws and regulations. We believe that our organizational structure and operations are in compliance in all material respects with all applicable laws and regulations of Macao. However, these laws and regulations are complex and a court or an administrative or regulatory body may in the future render an interpretation of these laws and regulations, or issue regulations, which differs from our interpretation and could have a material adverse effect on our financial condition, results of operations or cash flows. We expect the Marina Bay Sands to be the first gaming facility to open in Singapore following the government’s adoption of gaming legislation in 2005. Accordingly, the laws and regulations relating to gaming and their interpretations are untested.

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In addition, our activities in Macao are, and our operations in Singapore will be, subject to administrative review and approval by various government agencies. We cannot assure you that we will be able to obtain all necessary approvals, which may materially affect our long-term business strategy and operations. Macao and Singapore laws permit redress to the courts with respect to administrative actions. However, such redress is largely untested in relation to gaming issues.

We are constructing projects on the Cotai Strip in Macao on land for which we have not yet been granted concessions. If we do not obtain land concessions, we could forfeit all or a substantial part of our investment in these sites and would not be able to build or operate the planned facilities on these sites.

Land concessions in Macao generally have terms of 25 years, with automatic extensions at our option of 10 years thereafter and there are common rates based on land use generally used to determine the cost of these land concessions. We have not yet obtained land concessions from the Macao government for parcels 5, 6, 7 and 8 on the Cotai Strip. We are currently in the process of negotiating with the Macao government to obtain the land concession for parcels 5 and 6, and will subsequently negotiate the land concession for parcels 7 and 8. If we do not obtain a land concession for parcels 5, 6, 7 and/or 8, we will not be able to open and operate the planned projects on these sites and we could forfeit all or a substantial part of our $623.0 million in capitalized construction costs related to these sites as of December 31, 2007.

The Macao government can terminate our subconcession under certain circumstances without compensation to us, which would have a material adverse effect on our financial condition, results of operations or cash flows.

The Macao government has the right, after consultation with Galaxy, to unilaterally terminate our subconcession in the event of VML’s serious non-compliance with its basic obligations under the subconcession and applicable Macao laws. Upon termination of our subconcession, all of our casino gaming operations and related equipment in Macao would be automatically transferred to the Macao government without compensation to us and we would cease to generate any revenues from these operations. The loss of our subconcession would prohibit us from conducting gaming operations in Macao, which could have a material adverse effect on our financial condition, results of operations or cash flows.

We will stop generating any revenues from our Macao gaming operations if we cannot secure an extension of our subconcession in 2022 or if the Macao government exercises its redemption right.

Our subconcession agreement expires on June 26, 2022. Unless our subconcession is extended, on that date, all of our casino operations and related equipment in Macao will be automatically transferred to the Macao government without compensation to us and we will cease to generate any revenues from these operations. Beginning on December 26, 2017, the Macao government may redeem the subconcession agreement by providing us at least one year prior notice. In the event the Macao government exercises this redemption right, we are entitled to fair compensation or indemnity. The amount of such compensation or indemnity will be determined based on the amount of revenue generated during the tax year prior to the redemption. We cannot assure you that we will be able to renew or extend our subconcession agreement on terms favorable to us or at all. We also cannot assure you that if our subconcession is redeemed, the compensation paid will be adequate to compensate us for the loss of future revenues.

Our Macao operations face intense competition, which could have a material adverse effect on our financial condition, results of operations or cash flows.

The hotel, resort and casino businesses are highly competitive. Our Macao operations currently compete with numerous other casinos located in Macao. In addition, we expect competition to increase in the near future from local and foreign casino operators. SJM, which is controlled by Stanley Ho, currently operates 19 gaming facilities in Macao, including the Grand Lisboa; the Fisherman’s Wharf entertainment complex; and a number of new hotel/casino projects. In addition, MGM MIRAGE entered into a joint venture agreement with Stanley Ho’s daughter, Pansy Ho Chiu-king, to develop, build and operate two major hotel/casino resorts in Macao. The MGM Grand

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Macau opened in December 2007 and features approximately 600 rooms, 375 table games, 900 slot machines, restaurants and entertainment amenities.

In addition, Wynn Macau opened in September 2006 and expanded the property in late 2007. Wynn Macau now includes an approximately 600-room hotel, a casino and other non-gaming amenities. In May 2007, a PBL Affiliate opened the Crown Macau, which includes an approximately 216-room hotel, a casino and other non-gaming amenities. The other concessionaire holder, Galaxy, currently operates five casinos in Macao, including StarWorld Hotel that opened in October 2006.

Our Macao operations will also compete to some extent with casinos located elsewhere in Asia, such as Malaysia’s Genting Highlands, as well as gaming venues in Australia, New Zealand and elsewhere in the world, including Las Vegas. In addition, certain countries have legalized, and others may in the future legalize, casino gaming, including Hong Kong, Japan, Singapore, Taiwan and Thailand and other gaming centers worldwide. The proliferation of gaming venues in Southeast Asia could significantly and adversely effect our financial condition, results of operations or cash flows.

The Macao and Singapore governments could grant additional rights to conduct gaming in the future, which could have a material adverse effect on our financial condition, results of operations or cash flows.

We hold a subconcession under one of only three gaming concessions authorized by the Macao government to operate casinos in Macao. The Macao government is precluded from granting any additional gaming concessions until 2009. However, we cannot assure you that the laws will not change and permit the Macao government to grant additional gaming concessions before 2009. In addition, the Macao government permits existing concessionaires to grant subconcessions. If the Macao government were to allow additional competitors to operate in Macao through the grant of additional concessions or subconcessions, we would face additional competition, which could have a material adverse effect on our financial condition, results of operations or cash flows.

We hold one of two licenses granted by the Singapore government to develop an integrated resort, including a casino. The Singapore government has said that it will not license another casino for at least ten years. If the Singapore government were to license additional casinos before then, we would face additional competition which could have a material adverse effect on our financial condition, results of operations or cash flows.

We may not be able to attract and retain professional staff necessary for our existing and future properties in Macao and our operations in Singapore.

Our success depends in large part upon our ability to attract, retain, train, manage and motivate skilled employees. In addition, the Macao government requires us to only hire Macao residents as dealers in our casinos. There is significant competition in Macao for employees with the skills required to perform the services we offer and competition for these individuals is likely to increase as we open our remaining Cotai Strip developments and as other competitors expand their operations. We expect competition in Singapore for employees with the skills we require as we develop and open the Marina Bay Sands. There can be no assurance that a sufficient number of skilled employees will continue to be available, or that we will be successful in training, retaining and motivating current or future employees. If we are unable to attract, retain and train skilled employees, our ability to adequately manage and staff our existing and planned casino and resort properties in Macao and Singapore could be impaired, which could have a material adverse effect on our business, financial condition, results of operations or cash flows.

We are dependent upon gaming junket operators for a significant portion of our gaming revenues in Macao.

Junket operators, who organize tours, or junkets, for high-roller customers to casinos, are responsible for a significant portion of our gaming revenues in Macao. With the rise in gaming in Macao, the competition for relationships with junket operators has increased. While we are undertaking initiatives to strengthen our relationships with our current junket operators, there can be no assurance that we will be able to maintain, or grow, our relationships with junket operators. If we are unable to maintain or grow our relationships with junket operators, our

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ability to grow our gaming revenues will be hampered and we may seek alternative ways to develop relationships with high-roller customers, which may not be as profitable as our junket programs.

In addition, the quality of junket operators is important to our reputation and our ability to continue to operate in compliance with our gaming licenses. While we strive for excellence in our associations with junket operators, we cannot assure you that the junket operators with whom we are associated will meet the high standards we insist upon. If a junket operator falls below our standards, we may suffer reputational harm, as well as worsening relationships with, and possibly sanctions from, gaming regulators with authority over our operations.

Our business could be adversely affected by the limitations of the pataca exchange markets and restrictions on the export of the renminbi.

Our revenues in Macao are denominated in patacas, the legal currency of Macao, and Hong Kong dollars. Although currently permitted, we cannot assure you that patacas will continue to be freely exchangeable into U.S. dollars. Also, because the currency market for patacas is relatively small and undeveloped, our ability to convert large amounts of patacas into U.S. dollars over a relatively short period may be limited. As a result, we may experience difficulty in converting patacas into U.S. dollars.

We are currently prohibited from accepting wagers in renminbi, the currency of China. There are currently restrictions on the export of the renminbi outside of mainland China, including to Macao. Restrictions on the export of the renminbi may impede the flow of gaming customers from China to Macao, inhibit the growth of gaming in Macao and negatively impact our gaming operations.

On July 21, 2005, the People’s Bank of China announced that the renminbi will no longer be pegged to the U.S. dollar, but will be allowed to float in a band (and, to a limited extent, increase in value) against a basket of foreign currencies. The Macao pataca is pegged to the Hong Kong dollar. Certain Asian countries have publicly asserted their desire to eliminate the peg of the Hong Kong dollar to the U.S. dollar. As a result, we cannot assure you that the Hong Kong dollar and the Macao pataca will continue to be pegged to the U.S. dollar or that the current peg rate for these currencies will remain at the same level. The floating of the renminbi and possible changes to the peg of the Hong Kong dollar may result in severe fluctuations in the exchange rate for these currencies. Any change in such exchange rates could have a material adverse effect on our operations and on our ability to make payments on certain of our debt instruments. We do not currently hedge for foreign currency risk.

Certain Nevada gaming laws apply to our planned gaming activities and associations in other jurisdictions where we operate or plan to operate.

Certain Nevada gaming laws also apply to our gaming activities and associations in jurisdictions outside the State of Nevada. We are required to comply with certain reporting requirements concerning our proposed gaming activities and associations occurring outside the State of Nevada, including Macao and other jurisdictions. We will also be subject to disciplinary action by the Nevada Commission if we:

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• knowingly violate any laws of the foreign jurisdiction pertaining to the foreign gaming operation;

• fail to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations;

• engage in any activity or enter into any association that is unsuitable for us because it poses an unreasonable threat to the control of gaming in Nevada, reflects or tends to reflect discredit or disrepute upon the State of Nevada or gaming in Nevada, or is contrary to the gaming policies of Nevada;

• engage in any activity or enter into any association that interferes with the ability of the State of Nevada to collect gaming taxes and fees; or

• employ, contract with or associate with any person in the foreign gaming operation who has been denied a license or a finding of suitability in Nevada on the ground of personal unsuitability, or who has been found guilty of cheating at gambling.

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In addition, if the Nevada Board determines that one of our actual or intended activities or associations in a foreign gaming operation may violate one or more of the foregoing, we can be required by it to file an application with the Nevada Commission for a finding of suitability of such activity or association. If the Nevada Commission finds that the activity or association in the foreign gaming operation is unsuitable or prohibited, we will either be required to terminate the activity or association, or will be prohibited from undertaking the activity or association. Consequently, should the Nevada Commission find that our gaming activities or associations in Macao or certain other jurisdictions where we operate are unsuitable, we may be prohibited from undertaking our planned gaming activities or associations in those jurisdictions.

The Macao gaming authorities exercise similar powers for purposes of assessing suitability in relation to our activities in jurisdictions outside of Macao.

We may not be able to monetize some of our real estate assets.

Part of our business strategy in Macao relies upon our ability to profitably operate and/or sell certain of our real estate assets once developed, including retail malls and vacation suites, and to use the proceeds of these operations and sales to refinance, or repay in part our construction loans for these assets, as well as to provide investment capital for additional development both in Macao and elsewhere. Our ability to sell these assets will be subject to market conditions, applicable legislation, the receipt of necessary government approvals and other factors. If we are unable to profitably operate and/or monetize these real estate assets, we will have to seek alternative sources of capital to refinance in part our construction loans and for other investment capital. These alternative sources of capital may not be available on commercially reasonable terms or at all.

VML may have financial and other obligations to foreign workers managed by its contractors under government labor quotas.

The Macao government has granted VML a quota to permit it to hire foreign workers. VML has effectively assigned the management of this quota to its contractors for the construction of The Venetian Macao and other projects on the Cotai Strip. VML, however, remains ultimately liable for all employer obligations relating to these employees, including for payment of wages and taxes and compliance with labor and workers’ compensation laws. VML requires each contractor to whom it has assigned the management of part of its labor quota to indemnify VML for any costs or liabilities VML incurs as a result of such contractor’s failure to fulfill employer obligations. VML’s agreements with its contractors also contain provisions that permit it to retain some payments for up to one year after the contractors complete work on the projects. We cannot assure you that VML’s contractors will fulfill their obligations to employees hired under the labor quotas or to VML under the indemnification agreements, or that the amount of any indemnification will be sufficient to pay for any obligations VML may owe to employees managed by contractors under VML’s quotas. Until we make final payments to our contractors, we have offset rights to collect amounts they may owe us, including amounts owed under the indemnities relating to employer obligations. After we have made the final payments, it may be more difficult for us to enforce any unpaid indemnity obligations.

The transportation infrastructure in Macao may need to be expanded to meet increased visitation in Macao.

Macao is in the process of expanding its transportation infrastructure to service the increased number of visitors to Macao. If the planned expansions of transportation facilities to and from Macao are delayed or not completed, and Macao’s transportation infrastructure is insufficient to meet the demands of an increased volume of visitors to Macao, the desirability of Macao as a gaming and tourist destination, as well as the results of operations of our Macao properties, could be negatively impacted.

We operate a passenger ferry service between Macao and Hong Kong under a concession granted by the Macao government. The loss of the ferry concession could have a material adverse effect on our financial condition, results of operations or cash flows.

We operate a passenger ferry service between the Cotai Strip in Macao and Hong Kong under a concession granted by the Macao government. Another transportation company claims that the grant of the ferry service was

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improper and has sued the Macao government seeking a review of the government’s decision. Our inability to operate our ferry service could result in a significant loss of visitors to our Cotai Strip properties, including The Venetian Macao, and could have a material adverse effect on our financial condition, results of operations or cash flows.

We are currently not required to pay corporate income taxes on our casino gaming operations in Macao. This tax exemption expires at the end of 2008.

We have had the benefit of a corporate tax exemption in Macao, which exempts us from paying corporate income tax on profits generated by the operation of casino games. We will continue to benefit from this tax exemption through the end of 2008. We plan to file a request for an extension with the Macao government. We cannot assure you that this tax exemption will be extended beyond the expiration date and we do not expect this tax exemption to apply to our non-gaming activities.

Macao is susceptible to severe typhoons that may disrupt operations.

Macao is susceptible to severe typhoons. Macao consists of a peninsula and two islands off the coast of mainland China. On some occasions, typhoons have caused a considerable amount of damage to Macao’s infrastructure and economy. In the event of a major typhoon or other natural disaster in Macao, our business may be severely disrupted and our results of operations could be adversely affected. Although we have insurance coverage with respect to these events, we cannot assure you that our coverage will be sufficient to fully indemnify us against all direct and indirect costs, including loss of business, that could result from substantial damage to, or partial or complete destruction of, our Macao properties or other damage to the infrastructure or economy of Macao.

Our Singapore concession can be terminated under certain circumstances without compensation to us, which would have a material adverse effect on our financial condition, results of operations or cash flows.

The Development Agreement between MBS and the STB contains events of default which could permit the STB to terminate the agreement without compensation to us. If the Development Agreement is terminated, we could lose our right to open and operate the Marina Bay Sands and our investment in Marina Bay Sands could be lost.

ITEM 1B. — UNRESOLVED STAFF COMMENTS

None.

ITEM 2. — PROPERTIES

We own an approximately 63-acre parcel of land on which The Venetian, The Palazzo and The Sands Expo Center sit and an approximately 19-acre parcel of land located to the east of the 60-acre parcel. We own these parcels of land in fee simple, subject to certain easements, encroachments and other non-monetary encumbrances. Las Vegas Sands, LLC’s new senior secured credit facility is, subject to certain exceptions, collateralized by a first priority security interest (subject to permitted liens) in substantially all of Las Vegas Sands, LLC’s property.

We have received concessions from the Macao government to build on a six-acre land site for the Sands Macao and parcels 1, 2 and 3 on the Cotai Strip, including the site on which we own and operate The Venetian Macao (parcel 1) and the site on which we are building The Four Seasons Macao (parcel 2). We do not own these land sites in Macao; however, the land concessions grant us exclusive use of the land. As specified in the land concessions, we are required to pay premiums, which are payable over four years or are due upon the completion of the corresponding resort, as well as annual rent for the term of the land concession, which may be revised every five years by the Macao government. See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 6 — Leasehold Interests in Land, Net” for more information on our payment obligation under these land concessions.

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We do not yet have all the necessary Macao government approvals that we will need in order to develop our remaining Cotai Strip developments. Although, we have commenced construction or pre-construction for our projects on parcels 5, 6, 7 and 8 on the Cotai Strip, we have not yet obtained a land concession for these parcels from the Macao government, which holds title to the land. Land concessions in Macao generally have terms of 25 years, with automatic extensions at our option of 10 years thereafter and there are common rates based on land use generally used to determine the cost of these land concessions. We are currently in the process of negotiating with the Macao government to obtain the land concession, which will require us to pay certain premiums and rent, for parcels 5 and 6, and we will subsequently negotiate the land concession for parcels 7 and 8. We believe we will be successful in obtaining the land concessions; however, in the event we are unable to obtain concessions for the land underlying parcels 5, 6, 7 and/or 8, we could lose all or a substantial part of our $623.0 million in capitalized construction costs related to these developments as of December 31, 2007.

Under the Development Agreement with the STB to build and operate the Marina Bay Sands in Singapore, we paid SGD 1.2 billion (approximately $830.0 million at exchange rates in effect on December 31, 2007) in premium payments for the 60-year lease of the land on which the resort will be built plus an additional SGD 105.6 million (approximately $73.0 million at exchange rates in effect on December 31, 2007) for various taxes and other fees. Of this combined amount, $854.4 million has been capitalized on the balance sheet as leasehold interest in land with $19.4 million amortized as of December 31, 2007.

The Sands Bethworks development will be located on the approximately 124-acre site of the Historic Bethlehem Steel Works in Bethlehem, Pennsylvania, which is about 70 miles from midtown Manhattan, New York. The property will be owned by the Company through its joint venture with Bethworks Now, LLC, which has yet to contribute the land in the joint venture. We expect the contribution to take place in 2008; however, no assurances can be given as to the timing of the contribution. If the land is not contributed as required under the agreement between the Company and Bethworks Now, LLC, we could lose all or a substantial part of our $116.9 million investment in Sands Bethworks as of December 31, 2007.

In 2004, we entered into a long-term lease with a third party for airspace over which part of The Shoppes at The Palazzo was constructed. We acquired fee title to the airspace in order to build the proposed Las Vegas condominium tower in January 2008.

ITEM 3. — LEGAL PROCEEDINGS

In addition to the matters described below, we are party to various legal matters and claims arising in the ordinary course of business. Management has made certain estimates for potential litigation costs based upon consultation with legal counsel. Actual results could differ from these estimates; however, in the opinion of management, such litigation and claims will not have a material adverse effect on our financial condition, results of operations or cash flows.

The Palazzo Construction Litigation

Lido Casino Resort, LLC (“Lido”), formerly a wholly-owned subsidiary of the Company and now merged into Venetian Casino Resort, LLC (“VCR”), and its construction manager, Taylor International Corp. (“Taylor”), filed suit in March 2006 in the United States District Court for the District of Nevada (the “District Court”) against Malcolm Drilling Company, Inc. (“Malcolm”), the contractor on The Palazzo project responsible for completing certain foundation work (the “District Court Case”). Lido and Taylor claim in the District Court Case that Malcolm was in default of its contract for performing defective work, failing to correct defective work, failing to complete its work and causing delay to the project. Malcolm responded by filing a Notice of a Lien with the Clerk of Clark County, Nevada in March 2006 in the amount of approximately $19.0 million (the “Lien”). In April 2006, Lido and Taylor moved in the District Court Case to strike or, in the alternative, to reduce the amount of, the Lien, claiming, among other things, that the Lien was excessive for including claims for disruption and delay, which Lido and Taylor claim are not lienable under Nevada law (the “Lien Motion”). Malcolm responded in April 2006 by filing a complaint against Lido and Taylor in District Court of Clark County, Nevada seeking to foreclose on the Lien against Taylor, claiming breach of contract, a cardinal change in the underlying contract, unjust enrichment against Lido and Taylor and bad faith and fraud against Taylor (the “State Court Case”), and simultaneously filed a motion

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in the District Court Case, seeking to dismiss the District Court Case on abstention grounds (the “Abstention Motion”). In response, in June 2006, Lido filed a motion to dismiss the State Court Case based on the principle of the “prior pending” District Court Case (the “Motion to Dismiss”). In June 2006, the Abstention Motion was granted in part by the United States District Court, the District Court Case was stayed pending the outcome of the Motion to Dismiss in the State Court Case and the Lien Motion was denied without prejudice. In January 2008, the parties agreed to the dismissal of the District Court Case without prejudice. Prior to agreeing on that dismissal, Lido and Malcolm entered into a stipulation under which Lido withdrew the Motion to Dismiss, and in July 2006 filed a replacement lien motion in the State Court Case. The lien motion in the State Court Case was denied in August 2006 and Lido and Taylor filed a permitted interlocutory notice of appeal to the Supreme Court of Nevada in September 2006. In April 2007, Malcolm filed an Amended Notice of Lien with the Clerk of Clark County, Nevada in the amount of approximately $16.7 million plus interest, costs and attorney’s fees. In August 2007, Malcolm filed a motion for partial summary judgment, seeking the dismissal of the counterclaim filed in the State Court Case by Lido to the extent the claim sought lost profits. After argument, the motion for partial summary judgment was denied without prejudice on October 23, 2007 and a conforming order was entered in December 2007. The parties have agreed to complete limited additional discovery by the end of February 2008. Argument on the appeal of the denial of the lien motion in the State Court has been scheduled by the Supreme Court for March 2008 and an initial trial call of the State Court Case also has been scheduled for March 2008. In January 2008, Malcolm filed a series of three motions and again sought summary judgment on the counterclaim filed in the State Court Case. Based upon the advice of legal counsel, management has determined that based on proceedings to date, an adverse outcome is not probable. Lido intends to defend itself against the claims pending in the State Court Case.

Litigation Relating to Macao Operations

On October 15, 2004, Richard Suen and Round Square Company Limited filed an action against Las Vegas Sands Corp. (“LVSC”), Las Vegas Sands, Inc., Sheldon G. Adelson and William P. Weidner in the District Court of Clark County, Nevada, asserting a breach of an alleged agreement to pay a success fee of $5.0 million and 2.0% of the net profit from the Company’s Macao resort operations to the plaintiffs as well as other related claims. In March 2005, LVSC was dismissed as a party without prejudice based on a stipulation to do so between the parties. On May 17, 2005, the plaintiffs filed their first amended complaint. On February 2, 2006, defendants filed a motion for partial summary judgment with respect to plaintiffs’ fraud claims against all the defendants. On March 16, 2006, an order was filed by the court granting defendants’ motion for partial summary judgment. Pursuant to the order filed March 16, 2006, plaintiffs’ fraud claims set forth in the first amended complaint were dismissed with prejudice as against all defendants. The order also dismissed with prejudice the first amended complaint against defendants Sheldon G. Adelson and William P. Weidner. This action is currently set for trial in April 2008. Based upon the advice of legal counsel, management believes that the plaintiff’s case against the Company is without merit. The Company intends to defend this matter vigorously.

On January 26, 2006, Clive Basset Jones, Darryl Steven Turok (a/k/a Dax Turok) and Cheong Jose Vai Chi (a/k/a Cliff Cheong), filed an action against LVSC, Las Vegas Sands, LLC, Venetian Venture Development, LLC and various unspecified individuals and companies in the District Court of Clark County, Nevada. The plaintiffs assert breach of an agreement to pay a success fee in an amount equal to 5% of the ownership interest in the entity that owns and operates the Macao gaming subconcession as well as other related claims. In April 2006, LVSC was dismissed as a party without prejudice based on a stipulation to do so between the parties. Discovery has begun in this matter and the case is currently set for trial in December 2008. Based upon the advice of legal counsel, management believes that the plaintiff’s case against the Company is without merit. The Company intends to defend this matter vigorously.

On February 5, 2007, Asian American Entertainment Corporation, Limited (“AAEC”) filed an action against Las Vegas Sands, Inc. (“LVSI”), VCR, Venetian Venture Development, LLC (“Venetian Venture Development”), William P. Weidner and David Friedman in the United States District Court for the District of Nevada. The plaintiffs assert breach of contract by LVSI, VCR and Venetian Venture Development of an agreement under which AAEC would work to obtain a gaming license in Macao and, if successful, AAEC would jointly operate a casino, hotel and related facilities in Macao with Venetian Venture Development and Venetian Venture Development would receive fees and a minority equity interest in the venture and breach of fiduciary duties by all of the defendants. The

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plaintiffs have requested an unspecified amount of actual, compensatory and punitive damages, and disgorgement of profits related to our Macao gaming license. The Company filed a motion to dismiss on July 11, 2007. On August 1, 2007, the Court granted defendants’ motion to dismiss the complaint against all defendants without prejudice. The plaintiffs have appealed this decision. Based upon the advice of legal counsel, management believes that the plaintiff’s case against the Company is without merit. The Company intends to defend this matter vigorously.

ITEM 4. — SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

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PART II

ITEM 5. — MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

The Company’s common stock trades on the NYSE under the symbol “LVS.” The following table sets forth the high and low sales prices for the common stock on the NYSE for the fiscal quarter indicated.

As of February 21, 2008, there were 355,352,992 shares of our common stock issued and outstanding that were held by 259 stockholders of record.

Dividends

We have not declared or paid any dividends since our formation in August 2004. We do not expect to pay dividends on our common stock in the future. We expect to retain our future earnings, if any, for use in the operation and expansion of our business. Our board of directors will determine whether to pay dividends in the future based on conditions then existing, including our earnings, financial condition and capital requirements, as well as economic and other conditions our board may deem relevant.

Our ability to declare and pay dividends on our common stock is subject to the requirements of Nevada law. In addition, we are a parent company with limited business operations of our own. Accordingly, our primary sources of cash are dividends and distributions with respect to our ownership interest in our subsidiaries that are derived from the earnings and cash flow generated by our operating properties.

Our subsidiaries’ long-term debt arrangements place material restrictions on their ability to pay cash dividends to the Company. This will restrict our ability to pay cash dividends other than from cash on hand. See “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Restrictions on Distributions” and “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 8 — Long-Term Debt.”

Recent Sales of Unregistered Securities

There have not been any sales by the Company of equity securities in the last fiscal year that have not been registered under the Securities Act of 1933.

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High Low

2006 First Quarter $ 58.03 $ 38.44 Second Quarter $ 78.90 $ 54.68 Third Quarter $ 77.86 $ 57.68 Fourth Quarter $ 97.25 $ 66.06 2007 First Quarter $ 109.45 $ 81.00 Second Quarter $ 91.93 $ 71.24 Third Quarter $ 142.75 $ 75.56 Fourth Quarter $ 148.76 $ 102.50 2008 First Quarter (through February 21, 2008) $ 105.38 $ 70.70

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Performance Graph

The following performance graph compares the performance of our common stock with the performance of the Standard & Poor’s 500 Index and a peer group of companies, during the period from the Company’s initial public offering on December 15, 2004 through December 31, 2007. The selected peer group for 2005, 2006 and 2007 is comprised of three gaming companies considered to be the Company’s closest competitors: Harrah’s Entertainment, Inc., MGM MIRAGE and Wynn Resorts Limited. The selected peer group for 2004 included these three companies, as well as Caesars Entertainment, Inc. and Mandalay Resort Group. In 2005, Caesars Entertainment, Inc. was acquired by Harrah’s Entertainment, Inc. and Mandalay Resort Group was acquired by MGM MIRAGE. The graph plots the changes in value of an initial $100 investment over the indicated time period, assuming all dividends are reinvested.

The performance graph should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Exchange Act of 1934, except to the extent the Company specifically incorporates the performance graph by reference therein.

ITEM 6. — SELECTED FINANCIAL DATA

The following reflects selected historical financial data that should be read in conjunction with “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated

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Cumulative Total Return 12/15/04 12/31/04 12/31/05 12/31/06 12/31/07

Las Vegas Sands Corp $ 100.00 $ 103.09 $ 84.77 $ 192.18 $ 221.33 S&P 500 $ 100.00 $ 103.40 $ 108.48 $ 125.62 $ 132.52 Peer Group $ 100.00 $ 104.38 $ 102.83 $ 148.30 $ 193.98

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financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K. The historical results are not necessarily indicative of the results of operations to be expected in the future.

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Year Ended December 31, 2007 (1) 2006 2005 2004 (2) 2003 (In thousands, except per share data)

STATEMENT OF OPERATIONS DATA Gross revenues $ 3,104,422 $ 2,340,178 $ 1,824,225 $ 1,258,570 $ 736,610 Promotional allowances (153,855 ) (103,319 ) (83,313 ) (61,514 ) (44,856 )

Net revenues 2,950,567 2,236,859 1,740,912 1,197,056 691,754 Operating expenses 2,620,557 1,662,762 1,251,461 578,588 505,628

Operating income 330,010 574,097 489,451 618,468 186,126 Interest expense, net (172,344 ) (69,662 ) (63,181 ) (130,337 ) (120,317 ) Other income (expense) (8,682 ) (189 ) (1,334 ) (131 ) 825 Loss on early retirement of debt (10,705 ) — (137,000 ) (6,553 ) —

Income before income taxes 138,279 504,246 287,936 481,447 66,634 Benefit (provision) for income taxes (3) (21,591 ) (62,243 ) (4,250 ) 13,736 —

Net income $ 116,688 $ 442,003 $ 283,686 $ 495,183 $ 66,634

Per Share Data (4) Basic earnings per share $ 0.33 $ 1.25 $ 0.80 $ 1.52 $ 0.21

Diluted earnings per share $ 0.33 $ 1.24 $ 0.80 $ 1.52 $ 0.20

Dividends declared per share $ — $ — $ — $ 0.44 $ 0.01

OTHER DATA Capital expenditures $ 3,793,703 $ 1,925,291 $ 860,621 $ 465,748 $ 279,948

At December 31, 2007 2006 2005 2004 2003 (In thousands)

BALANCE SHEET DATA Total assets $ 11,466,517 $ 7,126,458 $ 3,879,739 $ 3,601,478 $ 1,917,035 Long-term debt $ 7,517,997 $ 4,136,152 $ 1,625,901 $ 1,485,064 $ 1,525,116 Stockholders’ equity $ 2,260,274 $ 2,075,154 $ 1,609,538 $ 1,316,001 $ 162,108

(1) The Venetian Macao opened on August 28, 2007, and The Palazzo partially opened on December 30, 2007.

(2) The Sands Macao opened on May 18, 2004.

(3) Prior to December 2004, Las Vegas Sands, Inc. had elected to be taxed as an S corporation and its wholly-owned subsidiaries were either limited liability companies or S corporations, each of which was a pass-through entity for federal income tax purposes.

(4) Earnings per share and shares outstanding for all periods presented retroactively reflect the impact of the Company’s 2004 pre-initial public offering stock split.

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ITEM 7. — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

Operations

We own and operate integrated resorts in Las Vegas and Macao, and have current on-going development projects in Macao on the Cotai Strip, and in Singapore and Pennsylvania.

The Palazzo, which partially opened in December 2007, had an inconsequential impact on our Las Vegas operations. Approximately 61.9% of gross revenue at The Venetian, The Sands Expo Center and The Congress Center for the year ended December 31, 2007, was derived from hotel rooms, food and beverage, and other non-gaming sources and 38.1% was derived from gaming. The percentage of non-gaming revenue for The Venetian reflects the integrated resort’s emphasis on the group convention and trade show business and the resulting higher occupancy and room rates during mid-week periods.

Our Macao operations consist of the Sands Macao, The Venetian Macao, which opened in August 2007, and other ancillary operations that support these properties and will support our on-going development projects on the Cotai Strip as well. Approximately 94.8% of the Sands Macao’s gross revenue for the year ended December 31, 2007, was derived from gaming activities, with the remainder primarily derived from food and beverage services. Approximately 81.4% of The Venetian Macao’s gross revenue for the period ended December 31, 2007, was derived from gaming activities, with the remainder derived from room revenues, food and beverage services, and other non-gaming sources.



We are in the early stages of constructing a high-rise residential condominium tower with approximately 1.0 million saleable square feet that will be situated between The Palazzo and The Venetian. The condominium tower is currently expected to open in late 2009 and will be built at an estimated cost of approximately $600.0 million.

Sands Bethworks

We are in the process of developing a gaming, hotel, shopping and dining complex called Sands Bethworks located on the site of the Historic Bethlehem Steel Works in Bethlehem, Pennsylvania, which is about 70 miles from midtown Manhattan, New York. Sands Bethworks is currently expected to open in summer 2009 and will be built at an estimated cost of approximately $600.0 million.


We have submitted development plans to the Macao government for six integrated resort developments, in addition to The Venetian Macao, on an area of approximately 200 acres located on the Cotai Strip. The developments are expected to include hotels, exhibition and conference facilities, casinos, showrooms, shopping malls, spas, restaurants, entertainment facilities and other attractions and amenities, as well as public common areas. Upon completion, our developments on the Cotai Strip (including The Venetian Macao) are currently planned to feature approximately 19,750 suites/rooms and 1.6 million square feet of gaming space with a capacity of approximately 3,300 table games and 16,470 slot machines.

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In August 2006, MBS entered into the Development Agreement with the STB to build and operate an integrated resort called the Marina Bay Sands in Singapore. Although construction has started on the Marina Bay Sands, we are continuing to work with the Singapore government to finalize various aspects of the integrated resort and are in the process of revising our cost estimates for the project. We expect the cost to develop and construct the Marina Bay Sands will be in excess of $4.0 billion, inclusive of payment made in 2006 for the land premium, taxes and other fees. The Marina Bay Sands is expected to open in late 2009.


We are currently exploring the possibility of developing and operating integrated resorts in additional Asian and U.S. jurisdictions, and in Europe.

Summary Financial Results

The following table summarizes our results of operations:

As a growth company with a significant development pipeline, our historical financial results will not be indicative of our future results as we continue to open new properties, including our remaining Cotai Strip developments and Marina Bay Sands.

Key Operating Revenue Measurements

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

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

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

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Year Ended December 31, Percent Percent 2007 Change 2006 Change 2005 (In thousands, except for percentages)

Net revenues $ 2,950,567 31.9 % $ 2,236,859 28.5 % $ 1,740,912 Operating expenses 2,620,557 57.6 % 1,662,762 32.9 % 1,251,461 Operating income 330,010 (42.5 )% 574,097 17.3 % 489,451 Income before income taxes 138,279 (72.6 )% 504,246 75.1 % 287,936 Net income 116,688 (73.6 )% 442,003 55.8 % 283,686

Percent of Net Revenues Year

Ended December 31, 2007 2006 2005

Operating expenses 88.8% 74.3% 71.9% Operating income 11.2% 25.7% 28.1% Income before income taxes 4.7% 22.5% 16.5% Net income 4.0% 19.8% 16.3%

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discounts) as measured as a percentage of table game drop of 20.0% to 22.0% and slot machines produce a statistical average win percentage (calculated before slot club cash incentives) as measured as a percentage of slot machine handle generally between 6.0% and 7.0%.

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

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

Actual win may vary from the statistical average. Generally, slot machine play is conducted on a cash basis. Credit-based wagering for our Las Vegas properties was approximately 62.6% of table games revenues for the year ended December 31, 2007. Table games play at our Macao properties are conducted primarily on a cash basis with only 19.4% credit-based wagering for the year ended December 31, 2007.

Hotel revenue measurements: Hotel occupancy rate, which is the average percentage of available hotel rooms occupied during a period, and average daily room rate, which is the average price of occupied rooms per day, are used as performance indicators. Revenue per available room represents a summary of hotel average daily room rates and occupancy. Because not all available rooms are occupied, average daily room rates are normally higher than revenue per available room. Reserved rooms where the guests do not show up for their stay and lose their deposit may be re-sold to walk-in guests. These rooms are considered to be occupied twice for statistical purposes due to obtaining the original deposit and the walk-in guest revenue. In cases where a significant number of rooms are resold, occupancy rates may be in excess of 100% and revenue per available room may be higher than the average daily room rate.

Year Ended December 31, 2007 compared to the Year Ended December 31, 2006

Operating Revenues

Our net revenues consisted of the following:

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Year Ended December 31, 2007 2006 Percent Change (In thousands, except for percentages)

Casino $ 2,250,421 $ 1,676,061 34.3 % Rooms 437,357 350,606 24.7 % Food and beverage 238,252 187,819 26.9 % Convention, retail and other 178,392 125,692 41.9 %

3,104,422 2,340,178 32.7 % Less — promotional allowances (153,855 ) (103,319 ) 48.9 %

Total net revenues $ 2,950,567 $ 2,236,859 31.9 %

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Consolidated net revenues were $2.95 billion for the year ended December 31, 2007, an increase of $713.7 million compared to $2.24 billion for the year ended December 31, 2006. The increase in net revenues was due primarily to the opening of The Venetian Macao in August 2007.

Casino revenues for the year ended December 31, 2007, increased $574.4 million as compared to the year ended December 31, 2006. Of the increase, $549.3 million was attributable to the opening of The Venetian Macao in August 2007 and $32.6 million was attributable to the growth of our casino operations at the Sands Macao, offset by a slight decrease at The Venetian of $6.8 million, attributable to a decrease in win percentage as compared to the year ended December 31, 2006. The following table summarizes the results of our casino revenue activity:

In our experience, average win percentages remain steady when measured over extended periods of time but can vary considerably within shorter time periods as a result of the statistical variances that are associated with games of chance in which large amounts are wagered. The table above excludes The Palazzo for 2007 as the two days of operations are not material or indicative of future results.

Room revenues for the year ended December 31, 2007, increased $86.8 million as compared to the year ended December 31, 2006. The increase was primarily attributable to $63.4 million from The Venetian Macao as well as an increase in the average daily room rate at The Venetian. The Palazzo suites were not open to the public until

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Year Ended December 31, 2007 2006 Change (In thousands, except for percentages)

Sands Macao Total casino revenues $ 1,296,869 $ 1,264,290 2.6 % Non-Rolling Chip table games drop $ 3,525,609 $ 4,178,655 (15.6 )% Non-Rolling Chip table games win percentage 18.7 % 18.6 % 0.1 pts Rolling Chip volume $ 26,325,271 $ 17,114,962 53.8 % Rolling Chip win percentage 2.97 % 3.18 % (0.21 )pts Slot handle $ 1,181,050 $ 1,048,795 12.6 % Slot hold percentage 6.9 % 7.7 % (0.8 )pts The Venetian Macao Total casino revenues $ 549,298 $ — —% Non-Rolling Chip table games drop $ 1,115,812 $ — —% Non-Rolling Chip table games win percentage 17.3 % —% —pts Rolling Chip volume $ 17,071,475 $ — —% Rolling Chip win percentage 2.64 % —% —pts Slot handle $ 490,068 $ — —% Slot hold percentage 7.9 % —% —pts The Venetian Total casino revenues $ 405,014 $ 411,771 (1.6 )% Table games drop $ 1,353,683 $ 1,266,931 6.8 % Table games win percentage 22.3 % 26.0 % (3.7 )pts Slot handle $ 2,483,531 $ 2,136,267 16.3 % Slot hold percentage 6.0 % 6.5 % (0.5 )pts

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January 2008. The suites at Sands Macao are primarily provided to casino patrons on a complimentary basis and therefore have not been included in the following table, which summarizes the results of our room revenue activity.

Food and beverage revenues for the year ended December 31, 2007, increased $50.4 million as compared to the year ended December 31, 2006. The increase was primarily attributable to $21.2 million from The Venetian Macao and increases of $11.4 million at the Sands Macao due to the increased number of visitors and $8.0 million at The Venetian from two of our joint venture restaurants which opened during summer 2007.

Convention, retail and other revenues for the year ended December 31, 2007, increased $52.7 million as compared to the year ended December 31, 2006. The increase was primarily attributable to $41.3 million of revenues from The Venetian Macao, consisting principally of rental revenues from the mall, and approximately $9.6 million of other revenue related to large group room cancellations at The Venetian.

Operating Expenses

The breakdown of operating expenses is as follows:

Operating expenses were $2.62 billion for the year ended December 31, 2007, an increase of $957.8 million as compared to $1.66 billion for the year ended December 31, 2006. The increase in operating expenses was primarily attributable to the higher operating revenues, growth of our operating businesses in Macao and to a lesser extent in Las Vegas, and pre-opening activities as more fully described below.

Casino expenses for the year ended December 31, 2007, increased $510.6 million as compared to the year ended December 31, 2006. Of the $510.6 million increase, $322.1 million was due to the 39.0% gross win tax on higher casino revenues from our properties in Macao. An additional $109.6 million in casino-related expenses

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Period Ended December 31, 2007 2006 Change

The Venetian Average daily room rate $ 258 $ 239 7.9 % Occupancy rate 98.4 % 98.7 % (0.3 )pts Revenue per available room $ 254 $ 236 7.6 % The Venetian Macao Average daily room rate $ 221 $ — —% Occupancy rate 85.7 % —% —pts Revenue per available room $ 190 $ — —%


Casino $ 1,435,662 $ 925,033 55.2 % Rooms 94,219 85,651 10.0 % Food and beverage 118,273 89,113 32.7 % Convention, retail and other 97,689 64,315 51.9 % Provision for doubtful accounts 26,369 18,067 46.0 % General and administrative 319,357 230,355 38.6 % Corporate expense 94,514 59,570 58.7 % Rental expense 31,787 13,478 135.8 % Pre-opening expense 189,280 37,673 402.4 % Development expense 9,728 26,112 (62.7 )% Depreciation and amortization 202,557 110,771 82.9 % Loss on disposal of assets 1,122 2,624 (57.2 )%

Total operating expenses $ 2,620,557 $ 1,662,762 57.6 %

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(exclusive of the aforementioned 39.0% gross win tax) were attributable to The Venetian Macao. The remaining increase was primarily attributable to additional payroll-related expenses and our Rolling Chip program at Sands Macao.

Rooms expense increased $8.6 million, food and beverage expense increased $29.2 million and convention, retail and other expense increased $33.4 million. These increases were primarily due to the associated increase in the respective revenue categories as noted above.

The provision for doubtful accounts was $26.4 million for the year ended December 31, 2007, compared to $18.1 million for the year ended December 31, 2006, due primarily to a $10.6 million provision for one customer in the beginning of 2007. The amount of this provision can vary over short periods of time because of factors specific to the customers who owe us money from gaming activities at any given time. We believe that the amount of our provision for doubtful accounts in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.

General and administrative expenses for the year ended December 31, 2007, increased $89.0 million as compared to the year ended December 31, 2006. The increase was attributable to the growth of our operating businesses in Las Vegas and Macao, with $69.5 million of the increase being incurred at The Venetian Macao and $6.9 million being incurred in Las Vegas and at Sands Macao related to stock-based compensation expense.

Corporate expense for the year ended December 31, 2007, increased $34.9 million as compared to the year ended December 31, 2006. The increase was attributable to increases of $16.2 million in legal and professional fees, $5.2 million in payroll-related expenses, $4.5 million in travel-related expenses and $9.0 million of other corporate general and administrative costs as we continue to build our corporate infrastructure to support our current and planned growth.

Rental expense for the year ended December 31, 2007, increased $18.3 million as compared to the year ended December 31, 2006. The increase is primarily attributable to a full year of amortization of Singapore’s leasehold interest in land, which we entered into in August 2006, and amortization of the leasehold interest in land for parcels 1, 2 and 3 on the Cotai Strip, which we entered into in February 2007.

Pre-opening and development expenses were $189.3 million and $9.7 million, respectively, for the year ended December 31, 2007, as compared to $37.7 million and $26.1 million, respectively, for the year ended December 31, 2006. Pre-opening expense represents personnel and other costs incurred prior to the opening of new ventures, which are expensed as incurred. Pre-opening expenses for the year ended December 31, 2007, were primarily related to the opening of The Venetian Macao and The Palazzo, and activities at our other Cotai Strip, Marina Bay Sands and Sands Bethworks projects. Development expenses include the costs associated with the Company’s evaluation and pursuit of new business opportunities, which are also expensed as incurred. Development expenses for the year ended December 31, 2007, were primarily related to our activities in Hengqin Island, Asia, Europe and the U.S. We expect that pre-opening and development expenses will decrease due to the opening of The Venetian Macao and The Palazzo during 2007.

Depreciation and amortization expense for the year ended December 31, 2007, increased $91.8 million as compared to the year ended December 31, 2006. The increase was primarily the result of The Venetian Macao (totaling $60.0 million) and a full year of depreciation expense related to the Sands Macao podium expansion (an increase of $7.0 million), which was placed into service in August 2006. Additionally, there was $7.5 million in accelerated deprecation expense during the year ended December 31, 2007, related to the replacement of assets at The Venetian in connection with the room renovation project.

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Interest Expense

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

Interest cost increased $237.6 million as compared to the year ended December 31, 2006, resulting from the substantial increase in our average long-term debt balances, the proceeds from which were primarily used to fund our various development projects. See “— Liquidity and Capital Resources” for further detail of our financing activities. The increase in interest cost was offset by the capitalization of $223.2 million of interest during the year ended December 31, 2007, as compared to $94.6 million of capitalized interest during the year ended December 31, 2006. We expect our interest cost will continue to increase as our long-term debt balances increase. Leasehold interest in land payments made in Macao and Singapore are not considered qualifying assets and as such, are not included in the base amount used to determine capitalized interest.

Other Factors Affecting Earnings

Interest income for the year ended December 31, 2007, was $72.5 million, an increase of $6.3 million as compared to $66.2 million for the year ended December 31, 2006. The increase was attributable to additional invested cash balances, primarily from our borrowings under the U.S. senior secured credit facilities and the Macao credit facility that have not yet been spent.

Other expense for the year ended December 31, 2007, was $8.7 million as compared to $0.2 million for the year ended December 31, 2006. The $8.7 million expense amount was primarily attributable to foreign exchange translation losses associated with U.S. denominated debt held in Macao.

The loss on early retirement of debt of $10.7 million for the year ended December 31, 2007, was due to the refinancing of our U.S. senior secured credit facility and the early retirement of the construction loan related to The Shoppes at The Palazzo.

Our effective income tax rate for the year ended December 31, 2007, was 15.6%. The effective tax rate for the year was significantly lower than the federal statutory rate due primarily to a zero effective tax rate on our Macao net income as a result of an income tax exemption in Macao on gaming operations, which is set to expire at the end of 2008. Based on Macanese law and the treatment of other gaming operators, we believe the income tax exemption will be extended for an additional five-year term. The effective tax rate was 12.3% for the year ended December 31, 2006, primarily due to the application of the aforementioned Macao income tax exemption. The effective income tax rate for 2007 was higher than the 2006 period due to no tax benefit being recorded on certain losses in some foreign jurisdictions and our geographic income mix.

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Year Ended December 31, 2007 2006

(In thousands, except for

percentages)

Interest cost (which includes the amortization of deferred financing costs and original issue discounts) $ 468,056 $ 230,447

Less — capitalized interest (223,248 ) (94,594 )

Interest expense, net $ 244,808 $ 135,853

Cash paid for interest $ 438,301 $ 215,975 Average total debt balance $ 6,148,835 $ 2,898,936 Weighted average interest rate 7.5 % 7.9 %

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Year Ended December 31, 2006 compared to the Year Ended December 31, 2005

Operating Revenues

Our net revenues consisted of the following:

Consolidated net revenues were $2.24 billion for the year ended December 31, 2006, an increase of $495.9 million compared to $1.74 billion for the year ended December 31, 2005. The increase in net revenues was due primarily to an increase in casino revenues of $426.0 million, which was primarily attributable to the growth of our operations at the Sands Macao.

Casino revenues for the year ended December 31, 2006, increased $426.0 million as compared the year ended December 31, 2005. Of the increase, $382.1 million was attributable to the growth of our casino operations at the Sands Macao due primarily to the formal introduction of our Rolling Chip program in March 2005 and casino expansion in August 2006. The following table summarizes the results of our casino revenue activity:

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

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Casino $ 1,676,061 $ 1,250,090 34.1 % Rooms 350,606 323,560 8.4 % Food and beverage 187,819 147,510 27.3 % Convention, retail and other 125,692 103,065 22.0 %

2,340,178 1,824,225 28.3 % Less — promotional allowances (103,319 ) (83,313 ) 24.0 %

Total net revenues $ 2,236,859 $ 1,740,912 28.5 %

Year Ended December 31, 2006 2005 Change (In thousands, except for percentages)

Sands Macao Total casino revenues $ 1,264,290 $ 882,175 43.3 % Non-Rolling Chip table games drop $ 4,178,655 $ 4,002,635 4.4 % Non-Rolling Chip table games win percentage 18.6 % 16.5 % 2.1 pts Rolling Chip volume $ 17,114,962 $ 9,982,942 71.4 % Rolling Chip win percentage 3.18 % 2.40 % 0.78 pts Slot handle $ 1,048,795 $ 720,085 45.6 % Slot hold percentage 7.7 % 8.4 % (0.7 )pts The Venetian Total casino revenues $ 411,771 $ 367,915 11.9 % Table games drop $ 1,266,931 $ 1,184,468 7.0 % Table games win percentage 26.0 % 20.0 % 6.0 pts Slot handle $ 2,136,267 $ 2,039,224 4.8 % Slot hold percentage 6.5 % 6.3 % 0.2 pts

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Room revenues for the year ended December 31, 2006, increased $27.0 million as compared to the year ended December 31, 2005. The increase was attributable to the increase in the average daily room rate as well as a slight increase in the occupancy rate. The following table summarizes the results of our room revenue activity:

Food and beverage revenues were $187.8 million for the year ended December 31, 2006, an increase of $40.3 million as compared to $147.5 million for the year ended December 31, 2005. The increase was primarily attributable to food and beverage revenues at The Venetian, which increased $32.2 million due to increased group business resulting primarily from approximately 450,000 square feet of additional meeting space at the property.

Convention, retail and other revenues for the year ended December 31, 2006, increased $22.6 million as compared to the year ended December 31, 2005. The increase is primarily attributable to $7.6 million of additional convention revenues from The Sands Expo Center and $10.4 million in revenues associated with the Blue Man Group, the Phantom of the Opera and the Gordie Brown performances, which began in October 2005, June 2006 and October 2006, respectively.

Operating Expenses

The breakdown of operating expenses is as follows:

Operating expenses were $1.66 billion for the year ended December 31, 2006, an increase of $411.3 million as compared to $1.25 billion for the year ended December 31, 2005. The increase in operating expenses was primarily attributable to the higher operating revenues and growth of our operating businesses in Macao and to a lesser extent in Las Vegas, as more fully described below.

Casino expenses for the year ended December 31, 2006, increased $268.4 million as compared to the year ended December 31, 2005. Of the increase in casino expenses, $176.1 million was due to the 39.0% gross win tax on casino revenues in Macao. Despite the higher gross win tax, casino operating margins at Sands Macao are similar to those at The Venetian primarily because of lower labor, marketing and sales expenses in Macao. As the Rolling Chip volume increases as a percentage of our total gaming operations, casino margins will decrease due to the commissions paid under the Rolling Chip program. The remaining increase was primarily attributable to the

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Year Ended December 31, 2006 2005 Change

The Venetian Average daily room rate $ 239 $ 225 6.2 % Occupancy rate 98.7 % 97.3 % 1.4 pts Revenue per available room $ 236 $ 218 8.3 %


Casino $ 925,033 $ 656,590 40.9 % Rooms 85,651 82,058 4.4 % Food and beverage 89,113 76,736 16.1 % Convention, retail and other 64,315 58,068 10.8 % Provision for doubtful accounts 18,067 9,358 93.1 % General and administrative 230,355 192,806 19.5 % Corporate expense 59,570 38,297 55.5 % Rental expense 13,478 14,841 (9.2 )% Pre-opening expense 37,673 3,732 909.5 % Development expense 26,112 22,238 17.4 % Depreciation and amortization 110,771 95,296 16.2 % Loss on disposal of assets 2,624 1,441 82.1 %

Total operating expenses $ 1,662,762 $ 1,251,461 32.9 %

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additional payroll related expenses related to the continued growth of our operations at Sands Macao and the casino expansion in August 2006.

Food and beverage expense increased $12.4 million and convention, retail and other expense increased $6.2 million. These increases were primarily due to the associated increase in the respective revenue categories as noted above.

The provision for doubtful accounts was $18.1 million for the year ended December 31, 2006, compared to $9.4 million for the year ended December 31, 2005, due primarily to an increase in casino and hotel receivables during the year. The amount of this provision can vary over short periods of time because of factors specific to the customers who owe us money from gaming activities at any given time. We believe that the amount of our provision for doubtful accounts in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.

General and administrative expenses for the year ended December 31, 2006, increased $37.5 million as compared to the year ended December 31, 2005. The increase was attributable to the growth of our operating businesses in Las Vegas and Macao as well as $7.1 million related to stock-based compensation expense recorded in connection with the adoption of Statement of Financial Accounting Standards (“SFAS”) No. 123R.

Corporate expense for the year ended December 31, 2006, increased $21.3 million as compared to the year ended December 31, 2005. Of the increase in corporate expense, $19.5 million was related to payroll and other operating expenses as we increase our headcount in the corporate area to support our continued expansion activities and $5.4 million related to stock-based compensation recorded in connection with the adoption of SFAS No. 123R, partially offset by a $5.0 million charitable contribution that was made in 2005 that did not recur in 2006.

Pre-opening and development expenses were $37.7 million and $26.1 million, respectively, for the year ended December 31, 2006, compared to $3.7 million and $22.2 million, respectively, for the year ended December 31, 2005. Pre-opening expense represents personnel and other costs incurred prior to the opening of new ventures, which are expensed as incurred. Pre-opening expenses for the year ended December 31, 2006, were primarily related to The Venetian Macao project and to the expansion of the Sands Macao. Development expenses include the costs associated with the Company’s evaluation and pursuit of new business opportunities, which are also expensed as incurred. Development expenses for the year ended December 31, 2006, were primarily related to our activities in Singapore, Pennsylvania and Europe. We expect that pre-opening and development expenses will continue to increase as we progress with The Venetian Macao and other Cotai Strip projects in Macao, The Palazzo in Las Vegas, Marina Bay Sands in Singapore, Hengqin Island and Pennsylvania, as well as our continued pursuit of development opportunities elsewhere.

Depreciation and amortization expense for the year ended December 31, 2006, increased $15.5 million as compared to the year ended December 31, 2005. The increase was primarily due to additional depreciation expense as a result of capital improvements at The Venetian and Sands Macao.

Interest Expense

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

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(In thousands, except for

percentages)

Interest cost (which includes the amortization of deferred financing costs and original issue discounts) $ 230,447 $ 118,992

Less — capitalized interest (94,594 ) (22,700 )

Interest expense, net $ 135,853 $ 96,292

Cash paid for interest $ 215,975 $ 111,066 Average total debt balance $ 2,898,936 $ 1,520,913 Weighted average interest rate 7.9 % 7.8 %

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Interest expense, net of amounts capitalized, for the year ended December 31, 2006, increased $39.6 million as compared to the year ended December 31, 2005. This increase is primarily attributable to an increase in our average long-term debt balances resulting primarily from the completion of the $2.5 billion Macao credit facility, in May 2006, to support our development activities in Macao and the $1.53 billion Singapore bridge facility, in August 2006, to support the development of the Marina Bay Sands. We expect interest expense will continue to increase as our long-term debt balances and interest rates increase. This increase was offset by the capitalization of $94.6 million of interest during the year ended December 31, 2006, compared to $22.7 million of capitalized interest during the year ended December 31, 2005. We expect capitalized interest will continue to increase as The Venetian Macao and The Palazzo projects approach their anticipated 2007 opening dates and as we increase our construction activities on the Cotai Strip, at Marina Bay Sands and Sands Bethworks.

Other Factors Affecting Earnings

Interest income for the year ended December 31, 2006, was $66.2 million, an increase of $33.1 million as compared to $33.1 million for the year ended December 31, 2005. The increase was attributable to additional invested cash balances, primarily from our borrowings under the U.S. senior secured credit facility and the Macao credit facility.

The loss on early retirement of debt of $137.0 million during the year ended December 31, 2005, was the result of the redemption of Las Vegas Sands, Inc.’s $843.6 million in aggregate principal amount of 11% mortgage notes and VML’s $120.0 million in aggregate principal amount of senior secured notes.

Our effective income tax rate for the year ended December 31, 2006, was 12.3%. The effective tax rate for the year was significantly lower than the federal statutory rate due primarily to a zero effective tax rate on our Macao net income as a result of an income tax exemption in Macao on gaming operations, which is set to expire at the end of 2008. The effective tax rate was 1.5% for the year ended December 31, 2005, primarily due to the tax benefit associated with the loss on early retirement of debt in the 2005 period, as well as the application of the aforementioned Macao income tax exemption.

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Liquidity and Capital Resources

Cash Flows — Summary

Our cash flows consisted of the following:

Cash Flows — Operating Activities

Table games play at our Las Vegas properties is conducted on a cash and credit basis while table games play at our Macao properties is conducted primarily on a cash basis. Slot machine play is primarily conducted on a cash basis. The retail hotel rooms business is generally conducted on a cash basis, the group hotel rooms business is conducted on a cash and credit basis, and banquet business is conducted primarily on a credit basis resulting in operating cash flows being generally affected by changes in operating income and accounts receivable. Net cash provided by operating activities for the year ended December 31, 2007, was $365.5 million, an increase of $562.2 million as compared with cash used in operating activities of $196.7 million for the year ended December 31, 2006. The main factor contributing to the increase is the payments of leasehold interests in land. In 2006, we paid $786.7 million for the Singapore leasehold interest in land and in 2007, we made payments totaling $235.2 million for the Macao leasehold interests in land related to parcels 1, 2 and 3 and the Sands Macao hotel tower expansion. This increase is offset by a decrease in operating income (as previously described) during the year ended December 31, 2007, as compared to the year ended December 31, 2006.

Cash Flows — Investing Activities

Capital expenditures for the year ended December 31, 2007, totaled $3.79 billion, including $1.96 billion for construction and development activities in Macao (including the Sands Macao, The Venetian Macao and our other developments on the Cotai Strip); $1.18 billion for construction and development activities at The Palazzo and The Shoppes at The Palazzo; $364.6 million for construction and development activities in Singapore; $152.2 million on expansions, improvements and maintenance capital expenditures at The Venetian and The Sands Expo Center in Las Vegas; and $129.9 million for corporate and other activities, primarily for the purchase of aircraft and the construction of Sands Bethworks.

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Year Ended December 31, 2007 2006 2005 (In thousands)

Net cash provided by (used in) operations $ 365,457 $ (196,720 ) $ 589,916

Investing cash flows: Capital expenditures (3,793,703 ) (1,925,291 ) (860,621 ) Change in restricted cash 556,276 (310,565 ) (265,386 ) Acquisition of gaming license included in other assets (50,000 ) — —

Net cash used in investing activities (3,287,427 ) (2,235,856 ) (1,126,007 )

Financing cash flows: Dividends paid to shareholders — — (21,052 ) Proceeds from exercise of stock options 30,221 7,226 313 Proceeds from long term-debt 5,135,076 2,619,995 812,222 Repayments of long-term debt (1,775,801 ) (132,746 ) (969,127 ) Other (66,631 ) (51,493 ) (125,074 )

Net cash provided by (used in) financing activities 3,322,865 2,442,982 (302,718 )

Effect of exchange rate on cash (11,811 ) 814 757

Net increase (decrease) in cash and cash equivalents $ 389,084 $ 11,220 $ (838,052 )

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Restricted cash decreased $556.3 million due primarily to decreases in restricted cash balances at The Venetian, The Palazzo and The Sands Expo Center, which totaled $413.7 million, due primarily to construction payments related to The Palazzo and, to a lesser extent, the refinancing of the new $5.0 billion senior secured credit facility, which removed restrictions on certain cash balances. There was also a $406.2 million decrease in the restricted cash balances in Macao due to the use of proceeds from loan draws to fund additional construction costs for The Venetian Macao and a $50.0 million decrease related to the payment for our Pennsylvania gaming license, offset by an increase of $318.5 million in restricted cash balances held in Singapore for construction-related payments.

Cash Flows — Financing Activities

For the year ended December 31, 2007, net cash flows provided from financing activities were $3.32 billion. The net increase was primarily attributable to the net borrowings of $2.99 billion under the new U.S. senior secured credit facility, $1.55 billion under the Macao credit facility, $339.8 million under the Singapore bridge facility and $89.5 million under the airplane financings, offset by the net repayment of existing U.S. borrowings of $1.43 billion for the prior senior secured credit facility, $114.5 million for The Shoppes at The Palazzo construction loan and $90.9 million for The Sands Expo Center mortgage loan.

Capital and Liquidity

As previously described, we have a number of significant development projects underway in the United States, Macao and Singapore for which we expect construction to continue through 2011. In the United States, the estimated costs to build the Las Vegas condominium tower and the Sands Bethworks project are each approximately $600.0 million, of which we have capitalized approximately $82.1 million and $66.9 million, respectively. In Macao, the estimated cost to build our developments on the Cotai Strip (including The Venetian Macao) is approximately $12.0 billion, of which we have capitalized approximately $2.91 billion. In Singapore, although construction has started on the Marina Bay Sands, we are continuing to work with the Singapore government to finalize various design aspects of the integrated resort and are in the process of finalizing our cost estimates for the project. We expect that the cost to design, develop and construct the Marina Bay Sands will be in excess of $4.0 billion (inclusive of payments made in 2006 for the land premium, taxes and other fees) of which we have incurred approximately $1.39 billion.

We have principally funded our global development projects through borrowings under the bank credit facilities of our operating subsidiaries, operating cash flows and proceeds from the disposition of non-core assets. In 2007, we began to execute our financing strategy to secure additional borrowing capacity to fund our existing and future development projects and operations in Asia, including Macao and Singapore, and the United States.

In April 2007, we increased the size of our Macao credit facility to fund our Macao development projects from $2.5 billion to $3.3 billion by exercising our right to access an additional $800.0 million of incremental facilities under the accordion feature provided under the Macao credit facility. The incremental $800.0 million consisted of an additional $600.0 million of term loans and an increase of $200.0 million to the revolving credit facility to $700.0 million. In connection with the increase in the Macao credit facility, the lenders also approved a reduction of the interest rate margin for all classes of loans by 50 basis points, thereby reducing our overall interest expense under the Macao credit facility. As of December 31, 2007, we had approximately $449.0 million available for borrowing under the revolving credit facility portion of the Macao credit facility. We are currently in the preliminary stages of exploring our options with respect to refinancing our Macao credit facility, the proceeds of which would be used to refinance the amount currently outstanding under the Macao credit facility as well as provide incremental borrowings to continue to fund our development projects on the Cotai Strip in Macao.

In May 2007, we initiated our U.S. refinancing efforts by entering into a $5.0 billion senior secured credit facility. A portion of the proceeds of this facility was used to refinance the indebtedness collateralized by our Las Vegas integrated resort, including The Venetian, The Palazzo, The Shoppes at The Palazzo and The Sands Expo Center, and to fund design, development and construction costs incurred in the connection with the completion of The Palazzo, which partially opened on December 30, 2007, The Shoppes at The Palazzo and the Las Vegas condominiums. We completed our U.S. refinancing efforts by entering into a $167.0 million amended and restated

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FF&E credit facility in August 2007, the proceeds of which are being used to finance or refinance the acquisition of furniture, fixtures and equipment located in The Venetian and The Palazzo. As of December 31, 2007, we had approximately $1.97 billion and $105.0 million of available borrowing capacity under the senior secured credit facility and the amended and restated FF&E credit facility, respectively. The senior secured credit facility permits us to make investments in our foreign subsidiaries and our other development projects outside of Las Vegas in an amount not to exceed $2.1 billion, and permits us to invest in our Sands Bethworks project so long as no more than 30% of any such investment is in the form of equity. As of December 31, 2007, we have used approximately $705.8 million of the permitted $2.1 billion to fund a portion of our required equity contribution to the Marina Bay Sands project and investments with respect to our other Asian development projects, including in Macao.

In December 2007, we entered into a SGD 5.44 billion credit facility (approximately $3.76 billion at exchange rates in effect at December 31, 2007) to fund construction costs and expenses at the Marina Bay Sands, which closed and funded in January 2008. A portion of the proceeds of this facility, together with a portion of our initial SGD 800.0 million (approximately $553.4 million at exchange rates in effect at December 31, 2007) equity contribution, were used to repay outstanding borrowings of approximately SGD 1.92 billion (approximately $1.33 billion at exchange rates in effect at December 31, 2007) on the existing Singapore bridge facility. The remaining funds available for borrowing under the Singapore credit facility will be used to fund a significant portion of the design, development and construction costs of the Marina Bay Sands project. Under the terms of the Singapore credit facility, we are obligated to fund at least 20% of the total costs and expenses incurred in connection with the design, development and construction of the Marina Bay Sands project with equity contributions or subordinated intercompany loans, with the remaining 80% funded with debt, including debt under the Singapore credit facility. We have funded our current equity contribution requirement through borrowings under our U.S. senior secured credit facility.

Due to these substantial development activities, included in current liabilities were construction payables of approximately $717.5 million as of December 31, 2007. As a portion of the current liabilities will be funded out of our long-term borrowing capacity, we had a working capital deficit of approximately $114.2 million as of December 31, 2007. Subsequent to year-end, we borrowed approximately $450.0 million on our credit facilities, of which approximately $225.0 million was used to pay construction payables outstanding as of December 31, 2007.

We held unrestricted and restricted cash and cash equivalents of approximately $857.2 million and $411.8 million, respectively, as of December 31, 2007. We believe that our existing cash balances, operating cash flows from The Venetian and The Palazzo and the proceeds from the anticipated sale of The Shoppes at the Palazzo to GGP and our Las Vegas condominium units, together with our available borrowing capacity under the U.S. senior secured credit facility and the FF&E credit facility, will be sufficient to fund the estimated development and construction costs for the Las Vegas condominiums and the Sands Bethworks projects during 2008. In addition, we believe that these funds will also enable us to fund our equity contribution requirement for the Marina Bay Sands project and provide additional capital to our Macao subsidiaries to fund a portion of our development projects on the Cotai Strip in Macao during this same time period.

Existing restricted and unrestricted cash balances at our Macao subsidiaries, operating cash flows from the Sands Macao and The Venetian Macao and available borrowing capacity under the Macao credit facility, together with funds made available under our U.S. senior secured credit facility, will be used to fund current development and construction costs for the Cotai Strip development activities in the short term. However, we will need to arrange additional debt and/or equity financing in the near term to continue to fund our design, development and construction activities at the remaining Cotai Strip development projects. We expect to complete this refinancing in 2008.

In the near term, we will continue to borrow significant amounts under our existing and future bank credit facilities as we fund our global construction and development projects. In connection with such borrowing needs, we regularly evaluate conditions in the global credit markets. However, we may not be able to obtain additional borrowings when necessary or on credit terms as favorable as our existing credit facilities. If we are not able to obtain the requisite financing or the terms are not as favorable as we anticipate, we may be required to slow or suspend our global development activities, including our Cotai Strip development, until such financing or other sources of funds become available.

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Aggregate Indebtedness and Other Known Contractual Obligations

Our total long-term indebtedness and other known contractual obligations are summarized below as of December 31, 2007:

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Payments Due by Period Ending December 31, 2007 (12) Less than More than 1 Year 2-3 Years 4-5 Years 5 Years Total (In thousands)

Long-Term Debt Obligations (1) New Senior Secured Credit Facility — Term B $ 30,000 $ 60,000 $ 60,000 $ 2,835,000 $ 2,985,000 6.375% Senior Notes — — — 250,000 250,000 Airplane Financings 3,688 7,375 7,375 71,046 89,484 FF&E Financing 6,142 29,940 25,334 — 61,416 Other U.S. 1,819 3,556 1,482 — 6,857 Macao Credit Facility — Term B and Local

Term 4,500 93,813 935,437 866,250 1,900,000 Macao Credit Facility — Term B Delayed 1,750 14,000 684,250 — 700,000 Macao Credit Facility — Revolving Facility — — 251,000 — 251,000 Other Macao 6,434 — — — 6,434 Singapore Bridge Facility — Term Loan — — 311,053 283,351 594,404 Singapore Bridge Facility — Floating Rate

Notes — — 380,176 349,179 729,355 Fixed Interest Payments 16,025 31,875 31,875 34,531 114,306 Variable Interest Payments (2) 468,824 921,258 786,165 334,375 2,510,622

Contractual Obligations HVAC Provider Fixed Payments (3) 6,826 5,119 — — 11,945 Former Tenants (4) 650 1,300 1,300 7,377 10,627 Employment Agreements (5) 7,974 7,633 — — 15,607 Macao Leasehold Interests in Land (6) 59,575 36,414 6,187 60,385 162,561 Mall Leases (7) 7,660 15,927 16,086 129,567 169,240 Macao Fixed Gaming Tax (8) 35,192 70,384 70,384 334,324 510,284 Ferries Purchase Commitment (9) 28,667 — — — 28,667 Parking Lot Lease (10) 1,200 2,400 2,400 109,500 115,500 Other Operating Leases (11) 5,199 6,110 13,506 — 24,815

Total $ 692,125 $ 1,307,104 $ 3,584,010 $ 5,664,885 $ 11,248,124

(1) See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 8 — Long-Term Debt” for further details on these financing transactions.

(2) Based on December 31, 2007, LIBOR rate of 4.7%, HIBOR rate of 3.5% and Singapore SWAP Offer rate of 2.5% plus the applicable interest rate spread in accordance with the respective debt agreements.

(3) We are party to a services agreement with a third party for heating, ventilation and air conditioning (“HVAC”), and other energy-related services for our Las Vegas integrated resort. We have the right to terminate the agreement based upon the failure of the HVAC provider under this agreement to provide HVAC services. Upon the sale of The Grand Canal Shops on May 17, 2004, GGP assumed the responsibility for $1.6 million of annual payments to this HVAC provider.

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Off-Balance Sheet Arrangements

We have not entered into any transactions with special purpose entities, nor have we engaged in any derivative transactions other than interest rate caps.

Restrictions on Distributions

We are a parent company with limited business operations. Our main asset is the stock and membership interests of our subsidiaries. The debt instruments of our U.S., Macao and Singapore subsidiaries contain certain restrictions that, among other things, limit the ability of certain subsidiaries to incur additional indebtedness, issue disqualified stock or equity interests, pay dividends or make other distributions, repurchase equity interests or certain indebtedness, create certain liens, enter into certain transactions with affiliates, enter into certain mergers or consolidations or sell our assets of our company without prior approval of the lenders or noteholders.

Inflation

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

Special Note Regarding Forward-Looking Statements

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

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(4) We are party to tenant lease termination and asset purchase agreements. Under the agreement for The Grand Canal Shops sale, we are obligated to fulfill the lease termination and asset purchase agreements.

(5) We are party to employment agreements with five of our senior executives, with remaining terms of two years.

(6) We are party to long-term land leases of 25 years with automatic extensions at our option of 10 years thereafter.

(7) We are party to certain leaseback agreements for the Blue Man Group Theater, gondola and certain office space related to The Grand Canal Shops sale.

(8) In addition to the 39% gross gaming win tax in Macao (which is not included in this table as the amount we pay is variable in nature), we are required to pay an annual fixed gaming tax of approximately $35.2 million per year to the government of Macao through the termination of the gaming subconcession in June 2022.

(9) We entered into agreements to purchase ten ferries at an aggregate cost of approximately $155.4 million to be built for our Macao operations. Subsequent to year-end, we agreed to purchase an additional four ferries at an aggregate cost of approximately $72.0 million.

(10) We are party to a long-term lease agreement of 99 years for a parking structure located adjacent to The Venetian.

(11) We are party to certain operating leases for real estate, various equipment and service arrangements.

(12) We adopted the provisions of Financial Accounting Standards Board Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109,” on January 1, 2007, and as of December 31, 2007, had a $15.5 million liability related to unrecognized tax benefits and related interest expense. We are unable to reasonably estimate the timing of the FIN No. 48 liability and interest payments in individual years beyond 12 months due to uncertainties in the timing of the effective settlement of tax positions.

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results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.

These factors include, among others, the risks associated with:

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

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

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

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

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

• our dependence upon properties in Las Vegas and Macao for all of our cash flow;

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

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

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

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

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

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

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

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

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

• new taxes or changes to existing tax rates;

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

• our ability to maintain our gaming subconcession in Macao;

• the completion of infrastructure projects in Macao;

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

• any future litigation.

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Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to us and on various other assumptions that management believes to be reasonable under the circumstances. Actual results could vary from those estimates and we may change our estimates and assumptions in future evaluations. Changes in these estimates and assumptions may have a material effect on our results of operations and financial condition. We believe that the critical accounting policies discussed below affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Allowance for Doubtful Casino Accounts

We maintain an allowance, or reserve, for doubtful casino accounts at our operating casino resorts in Las Vegas and Macao. We regularly evaluate the allowance for doubtful casino accounts. We specifically analyze the collectability of each account with a balance over a specified dollar amount, based upon the age of the account, the customer’s financial condition, collection history and any other known information, and we apply standard reserve percentages to aged account balances under the specified dollar amount. We also monitor regional and global economic conditions and forecasts in our evaluation of the adequacy of the recorded reserves. Credit or marker play is significant at our Las Vegas properties as credit table games play represented approximately 62.6% of total table games play. In Macao where table games play is primarily cash play, credit table games play represented approximately 19.4% of total table games play at our Macao resorts. Our allowance for doubtful casino accounts was 26.5% and 25.8% of gross casino receivables for the years ended December 31, 2007 and 2006, respectively. Our allowance for doubtful accounts from our hotel and other receivables is not material.

Self-Insurance Accruals

We maintain accruals for health and workers compensation self-insurance, which are classified in other accrued liabilities in the consolidated balance sheets. We determine the adequacy of these accruals by periodically evaluating the historical experience and projected trends related to these accruals and in consultation with outside actuarial experts. If such information indicates that the accruals are overstated or understated, or if business conditions indicate we should adjust the assumptions utilized, we will reduce or provide for additional accruals as appropriate.

Litigation Accrual

We are subject to various claims and legal actions. We estimate the accruals for these claims and legal actions in accordance with SFAS No. 5, “Accounting for Contingencies,” and include such accruals in other accrued liabilities in the consolidated balance sheets.

Property and Equipment

At December 31, 2007, we had net property and equipment of $8.57 billion, representing 74.8% of our total assets. We depreciate property and equipment on a straight-line basis over their estimated useful lives. The estimated useful lives are based on the nature of the assets as well as current operating strategy and legal considerations such as contractual life. Future events, such as property expansions, property developments, new competition, or new regulations, could result in a change in the manner in which we use certain assets requiring a change in the estimated useful lives of such assets.

For assets to be held and used, fixed assets are reviewed for impairment whenever indicators of impairment exist. If an indicator of impairment exists, we first group our assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (the “asset group”). Secondly, we estimate the undiscounted future cash flows that are directly associated with and expected to arise from the use of and eventual disposition of such asset group. We estimate the undiscounted cash flows over the remaining useful life of the primary asset within the asset group. If the undiscounted cash flows exceed the carrying

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value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment is measured based on fair value compared to carrying value, with fair value typically based on a discounted cash flow model. If an asset is still under development, future cash flows include remaining construction costs.

For assets to be held for sale, the fixed assets (the “disposal group”) are measured at the lower of their carrying amount or fair value less cost to sell. Losses are recognized for any initial or subsequent write-down to fair value less cost to sell, while gains are recognized for any subsequent increase in fair value less cost to sell, but not in excess of the cumulative loss previously recognized. Any gains or losses not previously recognized that results from the sale of the disposal group shall be recognized at the date of sale. Fixed assets are not depreciated while classified as held for sale.

Capitalized Interest

Interest costs associated with our major construction projects are capitalized and included in the cost of the projects. When no debt is incurred specifically for construction projects, we capitalize interest on amounts expended using the weighted-average cost of our outstanding borrowings. Capitalization of interest ceases when the project is substantially complete or construction activity is suspended for more than a brief period.

Leasehold Interest in Land

Leasehold interest in land represents payments made for the use of land over an extended period of time. The leasehold interests in land are amortized on a straight-line basis over the expected term of the related lease agreements. Such assets are not considered qualifying assets for purposes of capitalizing interest and as such, are not included in the base used to determine capitalized interest.

Stock-Based Compensation

SFAS No. 123R, “Share-Based Payment,” requires the recognition of compensation expense in the consolidated statements of operations related to the fair value of employee stock-based compensation. Determining the fair value of stock-based awards at the grant date requires judgment, including estimating the expected term that stock options will be outstanding prior to exercise, the associated volatility and the expected dividends. Expected volatilities are based on the historical volatilities from a selection of companies from our peer group due to our lack of historical information. We used the simplified method for estimating expected option life, as the options qualify as “plain-vanilla” options and we will continue to use the simplified method beyond December 31, 2007, due to the lack of historical information as allowed under Staff Accounting Bulletin No. 110, “Share-Based Payment.” We believe that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair values of our stock options granted. Judgment is also required in estimating the amount of stock-based awards expected to be forfeited prior to vesting. If actual forfeitures differ significantly from these estimates, stock-based compensation expense could be materially impacted. All employee stock options were granted with an exercise price equal to the fair market value (as defined in the Company’s 2004 Equity Award Plan). We adopted SFAS No. 123R effective January 1, 2006. During the years ended December 31, 2007 and 2006, we recorded stock-based compensation expense of $33.2 million and $14.7 million, respectively. No such expense was recorded in 2005. As of December 31, 2007, there was $113.7 million of unrecognized compensation cost, net of estimated forfeitures of 8.0%, related to nonvested stock options and there was $4.1 million of unrecognized compensation cost related to nonvested restricted stock. The stock option and restricted stock costs are expected to be recognized over a weighted average period of 3.3 years and 1.7 years, respectively.

Income Taxes

We are subject to income taxes in the U.S. (including federal and state) and numerous foreign jurisdictions in which we operate. Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. SFAS No. 109, “Accounting for Income Taxes,” requires that deferred tax assets be evaluated for future realization and reduced by a valuation allowance to the extent we believe a portion will

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not be realized. We consider many factors when assessing the likelihood of future realization of our deferred tax assets, including our recent cumulative earnings experience and expectations of future taxable income by taxing jurisdiction, the carry-forward periods available to us for tax reporting purposes, and other relevant factors.

Significant judgment is required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Effective January 1, 2007, we adopted the provisions of FIN No. 48, which contains a two-step approach to recognizing and measuring uncertain tax positions accounted for in accordance with SFAS No. 109. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes.

We are subject to income tax examination by tax authorities for the years after 2003. There are currently no income tax returns being examined by the Internal Revenue Service or other major tax authorities.

Recent Accounting Pronouncements

See related disclosure at “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 2 — Summary of Significant Accounting Policies.”

ITEM 7A. — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

The table below provides information about our financial instruments that are sensitive to changes in interest rates. For debt obligations, the table presents notional amounts and weighted average interest rates by contractual maturity dates. Notional amounts are used to calculate the contractual payments to be exchanged under the contract. Weighted average variable rates are based on December 31, 2007, LIBOR, HIBOR and Singapore SWAP Offer

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rates plus the applicable interest rate spread in accordance with the respective debt agreements. The information is presented in U.S. dollar equivalents, which is the Company’s reporting currency, for the years ending December 31:

Borrowings under the $5.0 billion senior secured credit facility bear interest at our election, at either an adjusted Eurodollar rate or at an alternative base rate plus a credit spread. The revolving facility and term loans bear interest at the alternative base rate plus 0.5% or 0.75% per annum, respectively, or at the adjusted Eurodollar rate plus 1.5% per annum or 1.75% per annum, respectively, subject to downward adjustments based upon our credit rating. Borrowings under the Macao credit facility bear interest at our election, at either an adjusted Eurodollar rate (or in the case of the Local Term Loan, adjusted HIBOR) plus 2.25% per annum or at an alternative base rate plus 1.25% per annum, and is subject to a downward adjustment of 0.25% per annum from the beginning of the first interest period following the substantial completion of The Venetian Macao. Borrowings under the Singapore permanent facilities bear interest at the Singapore SWAP Offer Rate plus a spread of 2.25% per annum. $69.8 million and $19.7 million of the borrowings under the airplane financings bear interest at LIBOR plus 1.5% and 1.25% per annum, respectively.

Foreign currency transaction losses for the year ended December 31, 2007, were $5.3 million primarily due to U.S. denominated debt held in Macao. We may be vulnerable to changes in the U.S. dollar/pataca exchange rate. Based on balances as of December 31, 2007, an assumed 1% change in the U.S. dollar/pataca exchange rate would cause a foreign currency transaction gain/loss of approximately $28.4 million. We do not hedge our exposure to foreign currencies; however, we maintain a significant amount of our operating funds in the same currencies in which we have obligations thereby reducing our exposure to currency fluctuations.

See also “— Liquidity and Capital Resources” and “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 8 — Long-Term Debt.”

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Fair 2008 2009 2010 2011 2012 Thereafter Total Value (1)

(In millions, except for percentages)

LIABILITIES Long term debt Fixed rate $ — $ — $ — $ — $ — $ 250.0 $ 250.0 $ 232.5 Average interest rate (2) — — — — — 6.4 % 6.4 % 7.7 % Variable rate $ 54.3 $ 97.8 $ 110.9 $ 1,061.2 $ 1,594.9 $ 4,404.8 $ 7,323.9 $ 7,323.9 Average interest rate (2) 6.5 % 6.4 % 6.4 % 6.2 % 6.5 % 6.3 % 6.3 % 6.3 % ASSETS Cap Agreements (3) $ — $ 0.1 $ — $ — $ — $ — $ 0.1 $ 0.1

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

(2) Based upon contractual interest rates for fixed rate indebtedness or current LIBOR, HIBOR and Singapore SWAP Offer rates for variable rate indebtedness. Based on variable rate debt levels as of December 31, 2007, an assumed 100 basis point change in LIBOR, HIBOR and Singapore SWAP Offer rates would cause our annual interest cost to change approximately $74.3 million.

(3) As of December 31, 2007, we have eight interest rate cap agreements with an aggregate fair value of $0.1 million based on a quoted market value from the institutions holding the agreements.

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ITEM 8. — FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

The financial information included in the financial statement schedule should be read in conjunction with the consolidated financial statements. All other financial statement schedules have been omitted because they are not applicable or the required information is included in the consolidated financial statements or the notes thereto.

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Financial Statements: Report of Independent Registered Public Accounting Firm 63 Consolidated Balance Sheets at December 31, 2007 and 2006 64 Consolidated Statements of Operations for each of the three years in the period ended December 31, 2007 65 Consolidated Statements of Stockholders’ Equity and Comprehensive Income for each of the three years in the

period ended December 31, 2007 66 Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2007 67 Notes to Consolidated Financial Statements 68 Financial Statement Schedule: Schedule II — Valuation and Qualifying Accounts 116

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Directors and Stockholders of Las Vegas Sands Corp.

In our opinion, the consolidated financial statements listed in the accompanying index, present fairly, in all material respects, the financial position of Las Vegas Sands Corp. and its subsidiaries at December 31, 2007 and 2006, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for income tax uncertainties in 2007 and the manner in which it accounts for stock-based compensation in 2006.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Las Vegas, Nevada February 28, 2008

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LAS VEGAS SANDS CORP.

Consolidated Balance Sheets

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

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

ASSETS Current assets:

Cash and cash equivalents $ 857,150 $ 468,066 Restricted cash 232,944 398,762 Accounts receivable, net 187,195 173,683 Inventories 19,902 12,291 Deferred income taxes 32,471 15,688 Prepaid expenses and other 49,424 25,067

Total current assets 1,379,086 1,093,557 Property and equipment, net 8,574,614 4,582,325 Deferred financing costs, net 107,338 70,381 Restricted cash 178,824 555,132 Leasehold interests in land, net 1,069,609 809,856 Other assets, net 157,046 15,207

Total assets $ 11,466,517 $ 7,126,458

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities: Accounts payable $ 99,023 $ 51,038 Construction payables 717,541 329,375 Accrued interest payable 11,465 8,496 Other accrued liabilities 610,911 318,901 Income taxes payable — 20,352 Current maturities of long-term debt 54,333 6,486

Total current liabilities 1,493,273 734,648 Other long-term liabilities 28,674 10,742 Deferred income taxes 1,553 324 Deferred gain on sale of The Grand Canal Shops 61,200 64,665 Deferred rent from The Grand Canal Shops transaction 103,546 104,773 Long-term debt 7,517,997 4,136,152

Total liabilities 9,206,243 5,051,304

Commitments and contingencies (Note 11) Stockholders’ equity:

Common stock, $0.001 par value, 1,000,000,000 shares authorized, 355,271,070 and 354,492,452 shares issued and outstanding 355 354

Capital in excess of par value 1,064,878 990,429 Accumulated other comprehensive loss (2,493 ) (580 ) Retained earnings 1,197,534 1,084,951

Total stockholders’ equity 2,260,274 2,075,154

Total liabilities and stockholders’ equity $ 11,466,517 $ 7,126,458

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Consolidated Statements of Operations


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Year Ended December 31, 2007 2006 2005 (In thousands, except share and per share data)

Revenues: Casino $ 2,250,421 $ 1,676,061 $ 1,250,090 Rooms 437,357 350,606 323,560 Food and beverage 238,252 187,819 147,510 Convention, retail and other 178,392 125,692 103,065

3,104,422 2,340,178 1,824,225 Less — promotional allowances (153,855 ) (103,319 ) (83,313 )

Net revenues 2,950,567 2,236,859 1,740,912

Operating expenses: Casino 1,435,662 925,033 656,590 Rooms 94,219 85,651 82,058 Food and beverage 118,273 89,113 76,736 Convention, retail and other 97,689 64,315 58,068 Provision for doubtful accounts 26,369 18,067 9,358 General and administrative 319,357 230,355 192,806 Corporate expense 94,514 59,570 38,297 Rental expense 31,787 13,478 14,841 Pre-opening expense 189,280 37,673 3,732 Development expense 9,728 26,112 22,238 Depreciation and amortization 202,557 110,771 95,296 Loss on disposal of assets 1,122 2,624 1,441

2,620,557 1,662,762 1,251,461

Operating income 330,010 574,097 489,451 Other income (expense):

Interest income 72,464 66,191 33,111 Interest expense, net of amounts capitalized (244,808 ) (135,853 ) (96,292 ) Other expense (8,682 ) (189 ) (1,334 ) Loss on early retirement of debt (10,705 ) — (137,000 )

Income before income taxes 138,279 504,246 287,936 Provision for income taxes (21,591 ) (62,243 ) (4,250 )

Net income $ 116,688 $ 442,003 $ 283,686

Basic earnings per share $ 0.33 $ 1.25 $ 0.80

Diluted earnings per share $ 0.33 $ 1.24 $ 0.80

Weighted average shares outstanding: Basic 354,807,700 354,277,941 354,161,165

Diluted 355,789,619 355,264,444 354,526,604

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Consolidated Statements of Stockholders’ Equity and Comprehensive Income


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Accumulated Common Stock Capital Other Number in Excess Comprehensive of of Par Deferred Income Retained Shares Amount Value Compensation (Loss) Earnings Total (In thousands, except share data)

Balance at January 1, 2005 354,160,692 $ 354 $ 956,385 $ — $ — $ 359,262 $ 1,316,001

Net income — — — — — 283,686 283,686 Currency translation adjustment — — — — 1,726 — 1,726

Total comprehensive income 285,412 Exercise of stock options 10,800 — 313 — — — 313 Tax benefit from stock-based

compensation — — 8,149 — — — 8,149 Issuance of restricted stock 8,088 — 300 (300 ) — — — Amortization of deferred compensation — — — 150 — — 150 Initial public offering transaction costs — — (487 ) — — — (487 )

Balance at December 31, 2005 354,179,580 354 964,660 (150 ) 1,726 642,948 1,609,538

Net income — — — — — 442,003 442,003 Currency translation adjustment — — — — (2,306 ) — (2,306 )

Total comprehensive income 439,697 Exercise of stock options 240,912 — 7,226 — — — 7,226 Tax benefit from stock-based

compensation — — 1,876 — — — 1,876 Stock-based compensation — — 16,667 150 — — 16,817 Issuance of restricted stock 71,960 — — — — — —

Balance at December 31, 2006 354,492,452 354 990,429 — (580 ) 1,084,951 2,075,154

Net income — — — — — 116,688 116,688 Currency translation adjustment — — — — (1,913 ) — (1,913 )

Total comprehensive income 114,775 Exercise of stock options 727,692 1 30,221 — — — 30,222 Tax benefit from stock-based

compensation — — 7,526 — — — 7,526 Stock-based compensation — — 36,702 — — — 36,702 Issuance of restricted stock 50,926 — — — — — — Cumulative effect from adoption of

FIN No. 48 — — — — — (4,105 ) (4,105 )

Balance at December 31, 2007 355,271,070 $ 355 $ 1,064,878 $ — $ (2,493 ) $ 1,197,534 $ 2,260,274

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Consolidated Statements of Cash Flows


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Year Ended December 31, 2007 2006 2005 (In thousands)

Cash flows from operating activities: Net income $ 116,688 $ 442,003 $ 283,686 Adjustments to reconcile net income to net cash provided by (used in) operating

activities: Depreciation and amortization 202,557 110,771 95,296 Amortization of leasehold interests in land included in rental expense 23,439 809 748 Amortization of deferred financing costs and original issue discount 26,786 13,894 9,192 Amortization of deferred gain and rent (4,692 ) (4,690 ) (4,692 ) Loss on early retirement of debt 10,705 — 137,000 Loss on disposal of assets 1,122 2,624 1,441 Stock-based compensation expense 33,224 14,728 150 Provision for doubtful accounts 26,369 18,067 9,358 Foreign exchange loss 5,317 — — Excess tax benefits from stock-based compensation (7,112 ) (1,401 ) 8,149 Deferred income taxes (15,554 ) 3,914 (5,542 ) Changes in operating assets and liabilities:

Accounts receivable (39,881 ) (106,972 ) (37,554 ) Inventories (7,611 ) (2,324 ) (1,957 ) Prepaid expenses and other (115,303 ) (13,933 ) (3,205 ) Leasehold interests in land (235,235 ) (786,700 ) — Accounts payable 47,985 16,235 1,420 Accrued interest payable 2,969 578 (1,269 ) Other accrued liabilities 306,509 73,449 97,695 Income taxes payable (12,825 ) 22,228 —

Net cash provided by (used in) operating activities 365,457 (196,720 ) 589,916

Cash flows from investing activities: Change in restricted cash 556,276 (310,565 ) (265,386 ) Capital expenditures (3,793,703 ) (1,925,291 ) (860,621 ) Acquisition of gaming license included in other assets (50,000 ) — —

Net cash used in investing activities (3,287,427 ) (2,235,856 ) (1,126,007 )

Cash flows from financing activities: Transaction costs from initial public offering of common stock — — (487 ) Dividends paid to shareholders — — (21,052 ) Proceeds from exercise of stock options 30,221 7,226 313 Excess tax benefits from stock-based compensation 7,112 1,401 — Proceeds from long-term debt (Note 8) 5,135,076 2,619,995 812,222 Repayments of long-term debt (Note 8) (1,775,801 ) (132,746 ) (969,127 ) Repurchase premiums incurred in connection with refinancing transactions — — (113,311 ) Payments of deferred financing costs (73,743 ) (52,894 ) (11,276 )

Net cash provided by (used in) financing activities 3,322,865 2,442,982 (302,718 )

Effect of exchange rate on cash (11,811 ) 814 757

Increase (decrease) in cash and cash equivalents 389,084 11,220 (838,052 ) Cash and cash equivalents at beginning of year 468,066 456,846 1,294,898

Cash and cash equivalents at end of year $ 857,150 $ 468,066 $ 456,846

Supplemental disclosure of cash flow information: Cash payments for interest $ 438,301 $ 215,975 $ 111,066

Cash payments for taxes $ 60,000 $ 34,750 $ —

Non-cash investing and financing activities: Property and equipment asset acquisitions included in construction payables $ 717,541 $ 329,375 $ 163,932

Utilization of deposit to purchase property and equipment $ — $ — $ 10,000

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Organization and Business of Company

Las Vegas Sands Corp. (“LVSC” or together with its subsidiaries, the “Company”) was incorporated in Nevada during August 2004 and completed an initial public offering of its common stock in December 2004. Immediately prior to the initial public offering, LVSC acquired 100% of the capital stock of Las Vegas Sands, Inc., which was converted into a Nevada limited liability company, Las Vegas Sands, LLC (“LVSLLC”) in July 2005. LVSC’s common stock is traded on the New York Stock Exchange under the symbol “LVS.”

Operations

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

The Company owns and operates The Palazzo Resort Hotel Casino (“The Palazzo”), a second resort similar in size to The Venetian, which is situated on a 14-acre site next to The Venetian. The Palazzo, which partially opened in December 2007, includes a 50-floor luxury hotel tower with 3,066 suites; a gaming facility of approximately 105,000 square feet; an entertainment center; and an enclosed shopping and dining complex of approximately 400,000 square feet (“The Shoppes at The Palazzo”), which the Company has contracted to sell to GGP. The Company anticipates the transaction to close on February 29, 2008, or shortly thereafter.

The Company also owns and operates the Sands Macao, the first Las Vegas-style casino in Macao, China, pursuant to a 20-year gaming subconcession. The Sands Macao offers over 229,000 square feet of gaming space, as well as several restaurants, VIP facilities, a theater, and other high-end services and amenities. In addition, the completion of the hotel tower in September 2007 increased the number of suites from 51 to 289.

On August 28, 2007, the Company opened The Venetian Macao Resort Hotel (“The Venetian Macao”) on the Cotai Strip TM , a master-planned development of resort properties in Macao, China. With a theme similar to that of The Venetian, The Venetian Macao includes a 39-floor luxury hotel with over 2,900 suites; a casino floor of approximately 550,000 square feet; a 15,000-seat arena; retail space of approximately 1.0 million square feet; and a convention center and meeting room complex of approximately 1.2 million square feet.



The Company is in the early stages of constructing a high-rise residential condominium tower with approximately 1.0 million saleable square feet that will be situated between The Palazzo and The Venetian. The condominium tower is currently expected to open in late 2009.

Sands Bethworks

On December 20, 2006, the Pennsylvania Gaming Control Board announced that the Company’s subsidiary, Sands Bethworks Gaming LLC (“Sands Bethworks Gaming”), had been awarded a Pennsylvania gaming license. Sands Bethworks Gaming will develop a gaming, hotel, shopping and dining complex called Sands Bethworks, located on the site of the Historic Bethlehem Steel Works in Bethlehem, Pennsylvania, which is about 70 miles from midtown Manhattan, New York. In its first phase, the 124-acre development is expected to feature a 300-room hotel, 200,000 square feet of retail space, up to 5,000 slot machines, a 50,000-square-foot multipurpose event center and a variety of dining options. Sands Bethworks is also expected to be home to the National Museum of Industrial

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Conti nued)

History, an arts and cultural center, and the broadcast home of the local PBS affiliate. In July 2007, the Company paid a $50.0 million licensing fee to the Commonwealth of Pennsylvania, and in August 2007 was issued its gaming license by the Pennsylvania Gaming Control Board. The Company will own the property through its joint venture with Bethworks Now, LLC, which has yet to contribute the land in the joint venture. The Company expects the contribution to take place in 2008; however, no assurances can be given as to the timing of the contribution. If the land is not contributed as required under the Company’s agreement with Bethworks Now, LLC, the Company could lose all or a substantial portion of its $116.9 million investment in Sands Bethworks as of December 31, 2007. Sands Bethworks is expected to open in summer 2009.


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

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• Parcel 2 is intended to be a Four Seasons hotel and casino development (“The Four Seasons Macao”), which will be adjacent to The Venetian Macao and is expected to be a boutique hotel under the Four Seasons brand with approximately 400 luxury hotel rooms (including 19 Paiza TM mansions), distinctive dining experiences, a full service spa and other amenities, approximately 70,000 square feet of gaming space, approximately 220,000 square feet of upscale retail offerings and approximately 1.0 million square feet of Four Seasons-serviced and -branded luxury apartment hotel units. The Company will own the entire development. The Company has entered into an exclusive non-binding letter of intent and is currently negotiating definitive agreements under which Four Seasons Hotels Inc. will manage the hotel and serviced luxury apartment hotel under its Four Seasons brand. The Four Seasons Macao is expected to open in summer 2008, with the Paiza mansions coming on line in spring 2009 and the serviced luxury apartment hotel being completed in summer 2009.

• Parcel 5 is intended to include a three-hotel complex with approximately 2,300 luxury and mid-scale hotel rooms, a casino, a retail shopping mall and approximately 320 serviced luxury apartment hotel units. The Company will own the entire development and has entered into management agreements with Shangri-La Hotels and Resorts to manage two hotels under its Shangri-La and Traders brands and Starwood Hotels & Resorts Worldwide to manage a hotel and serviced luxury apartment hotel under its St. Regis brand.

• Parcel 6 is intended to include a two-hotel complex with approximately 4,100 luxury and mid-scale hotel rooms, a casino and a retail shopping mall physically connected to the mall in the Shangri-La/Traders hotel podium. The Company will own the entire development and has entered into a management agreement with Starwood Hotels & Resorts Worldwide to manage the hotels under its Sheraton brand.

• Parcels 7 and 8 are intended to include multi-hotel complexes with a total of approximately 6,150 luxury and mid-scale hotel rooms, a casino, retail shopping malls and approximately 450 serviced luxury apartment hotel units that are physically connected to the hotel complexes. The Company will own the entire development and has entered into non-binding agreements with Hilton Hotels to manage Hilton and Conrad brand hotels and serviced luxury apartment hotels on parcel 7 and Fairmont Raffles Holdings to manage Fairmont and Raffles brand hotels and serviced luxury apartment hotels on parcel 8. The Company is currently negotiating definitive agreements with Hilton Hotels and Fairmont Raffles Holdings.

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The Four Seasons Macao is currently planned to feature approximately 130 table games and 225 slot machines. The casinos on parcels 3, 5, 6, 7 and 8 are currently planned to include a total of approximately 2,025 table games and 9,250 slot machines. Upon completion, the Company’s developments on the Cotai Strip (including The Venetian Macao) are currently planned to feature approximately 19,750 suites/rooms and 1.6 million square feet of gaming space with a capacity of approximately 3,300 table games and 16,470 slot machines.

The Company has received a concession from the Macao government to build on parcels 1, 2 and 3 on the Cotai Strip, including the site on which the Company owns and operates The Venetian Macao (parcel 1) and the site on which it is building The Four Seasons Macao (parcel 2). The Company does not own these land sites in Macao; however, the land concession, which has a term of 25 years and is renewable at the Company’s option, grants the Company exclusive use of the land. As specified in the land concession, the Company is required to pay premiums, which are payable over four years or are due upon the completion of the corresponding resort, as well as annual rent for the term of the land concession.

The Company does not yet have all the necessary Macao government approvals that it will need in order to develop all of its planned Cotai Strip developments. The Company has commenced construction or pre-construction for the projects on parcels 5, 6, 7 and 8 on the Cotai Strip for which it has not yet been granted land concessions. The Company is in the process of negotiating with the Macao government to obtain the land concession for parcels 5 and 6, and will subsequently negotiate the land concession for parcels 7 and 8. If the Company does not obtain land concessions, it could forfeit all or a substantial part of its $623.0 million in capitalized construction costs related to these Cotai Strip projects as of December 31, 2007.

Hengqin Island Development Project

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


In August 2006, the Company’s wholly-owned subsidiary, Marina Bay Sands Pte. Ltd. (“MBS”), entered into a development agreement (the “Development Agreement”) with the Singapore Tourism Board (the “STB”) to build and operate an integrated resort called the Marina Bay Sands in Singapore. The Marina Bay Sands is expected to include three 50+ story hotel towers (totaling approximately 2,700 rooms), a casino, an enclosed retail, dining and entertainment complex of approximately 850,000 net leasable square feet, a convention center and meeting room complex of approximately 1.2 million square feet, theaters and a landmark iconic structure at the bay-front promenade that contains an art/science museum. The Marina Bay Sands is expected to open in late 2009.

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• For parcel 3, the Company has signed a non-binding memorandum of agreement with an independent developer. The Company is currently negotiating the definitive agreement pursuant to which it will partner with the developer to build a multi-hotel complex, which may include a Cosmopolitan hotel. In addition, the Company has signed a non-binding letter of intent with Intercontinental Hotels Group to manage hotels under the Intercontinental and Holiday Inn International brands, and approximately 205 serviced luxury apartment hotel units under the Intercontinental brand, on this site. The Company is currently negotiating definitive agreements with Intercontinental Hotels Group. In total, the multi-hotel complex is intended to include approximately 3,940 hotel rooms, a casino, a retail shopping mall and serviced luxury apartment hotels.

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United Kingdom Development Projects

The United Kingdom government announced that the approval for the country’s first regional super casino had been rescinded. Should the government approve an alternative super casino site, the Company intends to evaluate the efficacy of participating in the tender process for that site. In addition, the Company has an existing agreement to develop and lease a gaming and entertainment facility with the Glasgow Rangers football club in the United Kingdom. The Company’s ability to eventually develop and lease a gaming and entertainment facility under the agreement is subject to a number of conditions, including the passage of appropriate legislation and the ability to obtain a gaming license.


The Company is currently exploring the possibility of developing and operating additional properties, including integrated resorts, in other Asian and U.S. jurisdictions, and in Europe. In December 2007, the Company submitted applications to the Kansas Lottery Commission for a gaming license and if successful, the Company plans to develop a casino resort in the Kansas City, Kansas, metropolitan area.

Development Financing Strategy

As previously described, the Company has a number of significant development projects underway in the United States, Macao and Singapore for which construction is expected to continue through 2011. In the United States, the estimated costs to build the Las Vegas condominium tower and the Sands Bethworks project are each approximately $600.0 million, of which the Company has capitalized approximately $82.1 million and $66.9 million, respectively. In Macao, the estimated cost to build the Company’s developments on the Cotai Strip (including The Venetian Macao) is approximately $12.0 billion, of which the Company has capitalized approximately $2.91 billion. In Singapore, although construction has started on the Marina Bay Sands, the Company is continuing to work with the Singapore government to finalize various design aspects of the integrated resort and is in the process of finalizing its cost estimates for the project. The Company expects that the cost to design, develop and construct the Marina Bay Sands will be in excess of $4.0 billion, (inclusive of payments made in 2006 for the land premium, taxes and other fees), of which the Company has capitalized approximately $1.39 billion.

The Company has principally funded its global development projects through borrowings under the bank credit facilities of its operating subsidiaries, operating cash flows and proceeds from the disposition of non-core assets. In 2007, the Company began to execute its financing strategy to secure additional borrowing capacity to fund its existing and future development projects and operations in Asia, including Macao and Singapore, and the United States.

In April 2007, the Company increased the size of its Macao credit facility to fund the Company’s Macao development projects from $2.5 billion to $3.3 billion by exercising its right to access an additional $800.0 million of incremental facilities under the accordion feature provided under the Macao credit facility. The incremental $800.0 million consisted of an additional $600.0 million of term loans and an increase of $200.0 million to the revolving credit facility to $700.0 million. In connection with the increase in the Macao credit facility, the lenders also approved a reduction of the interest rate margin for all classes of loans by 50 basis points, thereby reducing the Company’s overall interest expense under the Macao credit facility. As of December 31, 2007, the Company had approximately $449.0 million available under the revolving credit facility portion of the Macao credit facility. The Company is currently in the preliminary stages of exploring its options with respect to refinancing the Macao credit facility, the proceeds of which would be used to refinance the amount currently outstanding under the Macao credit facility as well as provide incremental borrowings to continue to fund the development projects on the Cotai Strip in Macao.

In May 2007, the Company initiated its U.S. refinancing efforts by entering into a $5.0 billion senior secured credit facility. A portion of the proceeds of this facility was used to refinance the indebtedness secured by the

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Company’s Las Vegas integrated resort, including The Venetian, The Palazzo, The Shoppes at The Palazzo and The Sands Expo Center, and to fund design, development and construction costs incurred in the connection with the completion of The Palazzo, which partially opened on December 30, 2007, The Shoppes at The Palazzo and the Las Vegas condominiums. The Company completed its U.S. refinancing efforts by entering into a $167.0 million amended and restated FF&E credit facility in August 2007, the proceeds of which are being used to finance or refinance the acquisition of furniture, fixtures and equipment located in The Venetian and The Palazzo. As of December 31, 2007, the Company had approximately $1.97 billion and $105.0 million of available borrowing capacity under the senior secured credit facility and the amended and restated FF&E credit facility, respectively. The senior secured credit facility permits the Company to make investments in its foreign subsidiaries and other development projects outside of Las Vegas in an amount not to exceed $2.1 billion, and permits the Company to invest in its Sands Bethworks project so long as no more than 30% of any such investment is in the form of equity. As of December 31, 2007, the Company has used approximately $705.8 million of the permitted $2.1 billion to fund a portion of its required equity contribution to the Marina Bay Sands project and investments with respect to its other Asian development projects, including in Macao.

In December 2007, the Company entered into a 5.44 billion Singapore dollar credit facility (“SGD,” approximately $3.76 billion at exchange rates in effect at December 31, 2007) to fund construction costs and expenses at the Marina Bay Sands, which closed and funded in January 2008. A portion of the proceeds of this facility, together with a portion of our initial SGD 800.0 million (approximately $553.4 million at exchange rates in effect at December 31, 2007) equity contribution, were used to repay outstanding borrowings of approximately SGD 1.92 billion (approximately $1.33 billion at exchange rates in effect at December 31, 2007) on the existing Singapore bridge facility. The remaining funds available for borrowing under the Singapore credit facility will be used to fund a significant portion of the design, development and construction costs of the Marina Bay Sands project. Under the terms of the Singapore credit facility, the Company is obligated to fund at least 20% of the total costs and expenses incurred in connection with the design, development and construction of the Marina Bay Sands project with equity contributions or subordinated intercompany loans, with the remaining 80% funded with debt, including debt under the Singapore credit facility. The Company has funded its current equity contribution requirement through borrowings under its U.S. senior secured credit facility.

Due to these substantial development activities, included in current liabilities were construction payables of approximately $717.5 million as of December 31, 2007. As a portion of the current liabilities will be funded out of the Company’s long-term borrowing capacity, the Company had a working capital deficit of approximately $114.2 million as of December 31, 2007. Subsequent to year-end, the Company borrowed approximately $450.0 million on its credit facilities, of which approximately $225.0 million was used to pay construction payables outstanding as of December 31, 2007.

The Company held unrestricted and restricted cash and cash equivalents of approximately $857.2 million and $411.8 million, respectively, as of December 31, 2007. The Company believes that its existing cash balances, operating cash flows from The Venetian and The Palazzo and the proceeds from the anticipated sale of The Shoppes at the Palazzo to GGP and Las Vegas condominium units, together with its available borrowing capacity under the U.S. senior secured credit facility and the FF&E credit facility, will be sufficient to fund the estimated development and construction costs for the Las Vegas condominiums and the Sands Bethworks projects during 2008. In addition, the Company believes that these funds will also enable it to fund the Company’s equity contribution requirement for the Marina Bay Sands project and provide additional capital to its Macao subsidiaries to fund a portion of the development projects on the Cotai Strip in Macao during this same time period.

Existing restricted and unrestricted cash balances at the Company’s Macao subsidiaries, operating cash flows from the Sands Macao and The Venetian Macao and available borrowing capacity under the Macao credit facility, together with funds made available under the Company’s U.S. senior secured credit facility, will be used to fund current development and construction costs for the Cotai Strip development activities in the short term. However, the Company will need to arrange additional debt and/or equity financing in the near term to continue to fund its

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design, development and construction activities at the remaining Cotai Strip development projects. The Company expects to complete this refinancing in 2008.

In the near term, the Company will continue to borrow significant amounts under its existing and future bank credit facilities as it funds its global construction and development projects. In connection with such borrowing needs, the Company regularly evaluates conditions in the global credit markets. However, the Company may not be able to obtain additional borrowings when necessary or on credit terms as favorable as the Company’s existing credit facilities. If the Company is not able to obtain the requisite financing or the terms are not as favorable as it anticipates, the Company may be required to slow or suspend its global development activities, including its Cotai Strip development, until such financing or other sources of funds become available.

Note 2 — Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, its majority-owned subsidiaries and variable interest entities (“VIEs”) in which the Company is the primary beneficiary. The equity attributable to minority shareholders’ interests in subsidiaries, which is not material, is included in other long-term liabilities in the accompanying consolidated balance sheets. All significant intercompany balances and transactions have been eliminated in consolidation.

Management’s determination of the appropriate accounting method with respect to the Company’s variable interests is based on Financial Accounting Standards Board (“FASB”) Interpretation (“FIN”) No. 46R, “Consolidation of Variable Interest Entities — an Interpretation of ARB No. 51.” The Company consolidates any VIEs in which it is the primary beneficiary and discloses significant variable interests in VIEs of which it is not the primary beneficiary, if any.

The Company entered into several joint ventures, formed with well-known and highly-regarded chefs and restaurateurs, to own and operate restaurants located within The Venetian and The Palazzo. In connection with these joint ventures, the Company obtained financial interests in which, based upon its evaluation, the Company was determined to be the primary beneficiary. In accordance with FIN No. 46R, the Company has consolidated these entities as of, and for the year ended, December 31, 2007.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could vary from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. Such investments are carried at cost, which approximates their fair value. Cash equivalents are placed with high credit quality financial institutions and are primarily in money market funds.

Accounts Receivable and Credit Risk

Accounts receivable are principally comprised of casino and hotel receivables, which do not bear interest and are recorded at cost. The Company extends credit to approved casino customers following background checks and investigations of creditworthiness. Business or economic conditions, the legal enforceability of gaming debts, or

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other significant events in foreign countries could affect the collectibility of receivables from customers residing in these countries.

The allowance for doubtful accounts represents the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on specific customer information, historical write-off experience and current industry and economic data. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. Management believes that there are no concentrations of credit risk for which an allowance has not been established. Although management believes that the allowance is adequate, it is possible that the estimated amount of cash collections with respect to accounts receivable could change.

Inventories

Inventories consist primarily of food, beverage and retail products, and operating supplies, which are stated at the lower of cost or market. Cost is determined by the first-in, first-out and specific identification methods.

Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the assets, which do not exceed the lease term for leasehold improvements, as follows:

Maintenance and repairs that neither materially add to the value of the asset nor appreciably prolong its life are charged to expense as incurred. Gains or losses on disposition of property and equipment are included in the consolidated statements of operations.

The Company evaluates its property and equipment and other long-lived assets for impairment in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” For assets to be disposed of, the Company recognizes the asset to be sold at the lower of carrying value or fair value less costs of disposal. Fair value for assets to be disposed of is estimated based on comparable asset sales, solicited offers or a discounted cash flow model.

For assets to be held and used, fixed assets are reviewed for impairment whenever indicators of impairment exist. If an indicator of impairment exists, the Company first groups its assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (the “asset group”). Secondly, the Company estimates the undiscounted future cash flows that are directly associated with and expected to arise from the use and eventual disposition of such asset group. The Company estimates the undiscounted cash flows over the remaining useful life of the primary asset within the asset group. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment is measured based on fair value compared to carrying value, with fair value typically based on a discounted cash flow model. If an asset is still under development, future cash flows include remaining construction costs.

For assets to be held for sale, the fixed assets (the “disposal group”) are measured at the lower of their carrying amount or fair value less cost to sell. Losses are recognized for any initial or subsequent write-down to fair value less cost to sell, while gains are recognized for any subsequent increase in fair value less cost to sell, but not in excess of the cumulative loss previously recognized. Any gains or losses not previously recognized that results from the sale

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Land improvements, building and building improvements 15 to 40 years Furniture, fixtures and equipment 3 to 15 years Leasehold improvements 5 to 10 years Transportation 20 years

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of the disposal group shall be recognized at the date of sale. Fixed assets are not depreciated while classified as held for sale.

Capitalized Interest

Interest costs associated with major construction projects are capitalized and included in the cost of the projects. When no debt is incurred specifically for construction projects, interest is capitalized on amounts expended using the weighted-average cost of the Company’s outstanding borrowings. Capitalization of interest ceases when the project is substantially complete or construction activity is suspended for more than a brief period. During the years ended December 31, 2007, 2006 and 2005, the Company capitalized interest expense of $223.2 million, $94.6 million and $22.7 million, respectively.

Deferred Financing Costs and Original Issue Discounts

Deferred financing costs and original issue discounts are amortized to interest expense based on the terms of the related debt instruments using the effective interest method.

Leasehold Interest in Land

Leasehold interest in land represents payments made for the use of land over an extended period of time. The leasehold interests in land are amortized on a straight-line basis over the expected term of the related lease agreements. Such assets are not considered qualifying assets for purposes of capitalizing interest and as such, are not included in the base used to determine capitalized interest.

Indefinite Useful Life Assets

Assets with indefinite useful lives are not subject to amortization and are tested for impairment annually or more frequently if events or circumstances indicate that the assets might be impaired. The impairment test consists of a comparison of the fair value of the asset with its carrying amount. If the carrying amount of the asset exceeds its fair value, an impairment will be recognized in an amount equal to that excess. If the carrying amount of the asset does not exceed the fair value, no impairment is recognized.

Revenue Recognition and Promotional Allowances

Casino revenue is the aggregate of gaming wins and losses. Cash discounts, commissions and other cash incentives to customers related to gaming play are recorded as a reduction of gross casino revenues. Hotel revenue recognition criteria are met at the time of occupancy. Food and beverage revenue recognition criteria are met at the time of service. Deposits for future hotel occupancy or food and beverage services contracts are recorded as deferred income until revenue recognition criteria are met. Cancellation fees for hotel and food and beverage services are recognized upon cancellation by the customer. Convention revenues are recognized when the related service is rendered or the event is held. Minimum rental revenues, adjusted for contractual base rent escalations, are included in convention, retail and other revenue and are recognized on a straight-line basis over the terms of the related lease.

In accordance with industry practice, the retail value of accommodations, food and beverage, and other services furnished to hotel/casino guests without charge is included in gross revenue and then deducted as

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promotional allowances. The estimated retail value of such promotional allowances is included in operating revenues as follows (in thousands):

The estimated departmental cost of providing such promotional allowances is included primarily in casino operating expenses as follows (in thousands):

Frequent Players Program

The Company has established promotional clubs to encourage repeat business from frequent and active slot machine customers and table games patrons. Members earn points based on gaming activity and such points can be redeemed for cash or free play. The Company accrues for club points as a reduction to gaming revenue based upon the estimates for expected redemptions.

Pre-Opening and Development Expenses

The Company accounts for costs incurred in the development and pre-opening phases of new ventures in accordance with Statement of Position No. 98-5, “Reporting on the Costs of Start-Up Activities.” Pre-opening expenses represent personnel and other costs incurred prior to the opening of new ventures and are expensed as incurred. Development expenses include the costs associated with the Company’s evaluation and pursuit of new business opportunities, which are also expensed as incurred.

Advertising Costs

Costs for advertising are expensed the first time the advertising takes place or as incurred. Advertising costs for ongoing operations are included in general and administrative expense and totaled $12.2 million, $6.0 million and $4.6 million for the years ended December 31, 2007, 2006 and 2005, respectively.

Corporate Expenses

Corporate expense represents payroll, travel, professional fees and various other expenses not allocated or directly related to the Company’s integrated resort operations.

Foreign Currency

The Company accounts for currency translation in accordance with SFAS No. 52, “Foreign Currency Translation.” Gains or losses from foreign currency remeasurements are currently included in net income. Balance sheet accounts are translated at the exchange rate in effect at each balance sheet date and income statement accounts

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Year Ended December 31, 2007 2006 2005

Rooms $ 71,908 $ 48,005 $ 42,354 Food and beverage 63,805 44,768 34,760 Convention, retail and other 18,142 10,546 6,199

$ 153,855 $ 103,319 $ 83,313


Rooms $ 15,864 $ 11,505 $ 10,862 Food and beverage 40,622 29,302 23,153 Convention, retail and other 18,325 5,040 5,973

$ 74,811 $ 45,847 $ 39,988

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are translated at the average exchange rates during the year. Translation adjustments resulting from this process are charged or credited to other comprehensive income.

Comprehensive Income

Comprehensive income includes net income and all other non-stockholder changes in equity, or other comprehensive income. Elements of the Company’s comprehensive income are reported in the accompanying consolidated statements of stockholders’ equity and comprehensive income, and the cumulative balance of other comprehensive income consisted solely of foreign currency translation adjustments.

Earnings Per Share

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

Stock-Based Employee Compensation

Effective January 1, 2006, the Company adopted the provisions of SFAS No. 123R, “Share-Based Payment,” which establishes accounting for equity instruments exchanged for employee services. Under the provisions of SFAS No. 123R, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized over the employee’s requisite service period (generally the vesting period of the equity grant). Prior to January 1, 2006, the Company accounted for stock-based compensation to employees in accordance with Accounting Principles Board (“APB”) Opinion No. 25 “Accounting for Stock Issued to Employees,” and related interpretations. The Company also followed the disclosure requirements of SFAS No. 123, “Accounting for Stock-Based Compensation,” as amended by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure.” The Company elected to adopt the modified prospective application transition method as provided by SFAS No. 123R and, accordingly, financial statement amounts for the prior periods presented in this Form 10-K have not been restated to reflect the fair value method of recording stock-based compensation. The Company’s stock-based employee compensation plan is more fully discussed in “— Note 12 — Stock-Based Employee Compensation.”

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Weighted-average common shares outstanding (used in the calculations of basic earnings per share) 354,807,700 354,277,941 354,161,165

Potential dilution from stock options and restricted stock 981,919 986,503 365,439

Weighted-average common and common equivalent shares (used in the calculations of diluted earnings per share) 355,789,619 355,264,444 354,526,604

Antidilutive stock options and restricted stock excluded from the calculation of diluted earnings per share 1,097,900 882,900 42,820

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The Company had previously adopted the provisions of SFAS No. 123, as amended by SFAS No. 148, for disclosure purposes only. Had the Company accounted for the plan under the fair value method allowed by SFAS No. 123, the Company’s net income and earnings per share would have been adjusted to the following pro forma amounts for the year ended December 31, 2005 (dollars in thousands, except per share data):

Income Taxes

The Company is subject to income taxes in the U.S. (including federal and state) and numerous foreign jurisdictions in which it operates. Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. SFAS No. 109, “Accounting for Income Taxes,” requires that deferred tax assets be evaluated for future realization and reduced by a valuation allowance to the extent the Company believes a portion will not be realized. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience and expectations of future taxable income by taxing jurisdiction, the carry-forward periods available to it for tax reporting purposes, and other relevant factors.

Significant judgment is required in evaluating the Company’s tax positions and determining the provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Effective January 1, 2007, the Company adopted the provisions of FIN No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109.” FIN No. 48 contains a two-step approach to recognizing and measuring uncertain tax positions accounted for in accordance with SFAS No. 109. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes.

The Company is subject to income tax examination by tax authorities for the years after 2003. There are currently no income tax returns being examined by the Internal Revenue Service or other major tax authorities.

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Net income, as reported $ 283,686 Add: Stock-based compensation expense included in reported net income, net of tax 96 Deduct: Total stock-based employee compensation expense determined under the minimum value

method — Deduct: Total stock-based employee compensation expense determined under Black-Scholes option-

pricing model, net of tax (3,791 )

Pro forma net income $ 279,991

Basic earnings per share, as reported $ 0.80

Basic earnings per share, pro forma $ 0.79

Diluted earnings per share, as reported $ 0.80

Diluted earnings per share, pro forma $ 0.79

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Tax Indemnification

In connection with the conversion of LVSLLC from a subchapter S corporation to a taxable C corporation for income tax purposes in 2004, LVSLLC entered into an indemnification agreement pursuant to which it agreed to:

Accounting for Derivative Instruments and Hedging Activities

Generally accepted accounting principles require that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. If specific conditions are met, a derivative may be specifically designated as a hedge of specific financial exposures. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and, if used in hedging activities, it depends on its effectiveness as a hedge.

The Company has a policy aimed at managing interest rate risk associated with its current and anticipated future borrowings. This policy enables the Company to use any combination of interest rate swaps, futures, options, caps and similar instruments. To the extent the Company employs such financial instruments pursuant to this policy, and the instruments qualify for hedge accounting, they are accounted for as hedging instruments. In order to qualify for hedge accounting, the underlying hedged item must expose the Company to risks associated with market fluctuations and the financial instrument used must be designated as a hedge and must reduce the Company’s exposure to market fluctuation throughout the hedge period. If these criteria are not met, a change in the market value of the financial instrument is recognized as a gain or loss in results of operations in the period of change. Otherwise, gains and losses are recognized in comprehensive income or loss except to the extent that the financial instrument is disposed of prior to maturity. Net interest paid or received pursuant to the financial instrument is included as interest expense in the period.

Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurement. SFAS No. 157 does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. In January 2008, the FASB deferred the effective date for one year for certain non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The Company is still evaluating the impact of this standard; however, the Company does not expect the adoption of SFAS No. 157 will have a material effect on its financial condition, results of operations or cash flows.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Liabilities Including an Amendment of FASB Statement No. 115.” Under SFAS No. 159, the Company may elect to measure many financial instruments and certain other items at fair value, which are not otherwise currently required to be measured at fair value. The decision to measure items at fair value is made at specific election dates on an

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• indemnify those of the Company’s stockholders who were stockholders of Las Vegas Sands, Inc. prior to the 2004 initial public offering against certain tax liabilities incurred by these stockholders as a result of adjustments (pursuant to a determination by, or a settlement with, a taxing authority or court, or pursuant to the filing of an amended tax return) to the taxable income of Las Vegas Sands, Inc. with respect to taxable periods during which Las Vegas Sands, Inc. was a subchapter S corporation for income tax purposes; and

• indemnify the Principal Stockholder against certain tax liabilities incurred by him as a result of adjustments (pursuant to a determination by, or a settlement with, a taxing authority or court, or pursuant to the filing of an amended tax return) to the taxable income of Interface Group Holding Company Inc. with respect to taxable periods during which it was a subchapter S corporation for income tax purposes.

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irrevocable instrument-by-instrument basis and requires recognition of the changes in fair value in earnings and expensing upfront costs and fees associated with the item for which the fair value option is elected. Fair value instruments for which the fair value option has been elected and similar instruments measured using another measurement attribute are to be distinguished on the face of the statement of financial position. SFAS No. 159 is effective for financial statements beginning after November 15, 2007. The Company is still evaluating the impact of this standard; however, the Company does not expect the adoption of SFAS No. 159 will have a material effect on its financial condition, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 141R, “Business Combinations,” which replaces FASB Statement No. 141, “Business Combinations.” SFAS No. 141R requires an acquirer to recognize the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the statement. SFAS No. 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of an entity’s fiscal year that begins after December 15, 2008. The Company is in the process of evaluating the impact of this standard; however, the Company does not expect the adoption of SFAS No. 141R will have a material effect on its financial condition, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — An Amendment of ARB No. 51.” SFAS No. 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically, this statement requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and separate from the parent’s equity. The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement. SFAS No. 160 clarifies that changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest. In addition, this statement requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated and also requires expanded disclosures regarding the interests of the parent and the interests of the noncontrolling owners. The provisions of SFAS No. 160 are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. The Company is in the process of evaluating the impact of this standard; however, the Company does not expect the adoption of SFAS No. 160 will have a material effect on its financial condition, results of operations or cash flows.

In connection with the Company’s new U.S senior secured credit facility (see “— Note 8 — Long-Term Debt — Corporate and U.S. Related Debt — New Senior Secured Credit Facility”), restrictions on cash proceeds related to the prior senior secured credit facility, The Sands Expo Center mortgage loan and the loan to fund the construction of The Shoppes at The Palazzo were eliminated. At December 31, 2006, restricted cash balances related to these eliminated restrictions were $418.8 million.

As required by the Company’s Macao credit facility entered into in May 2006 (see “— Note 8 — Long-Term Debt — Macao Related Debt — Macao Credit Facility”), certain loan proceeds available under this facility and certain cash flows generated by our existing Macao operations have been deposited into restricted accounts, invested in cash or cash equivalents, and pledged to a collateral agent for the Macao credit facility lenders. This restricted cash amount will be used as required to fund construction of the Sands Macao, The Venetian Macao and other Cotai Strip project costs in accordance with terms specified in this facility. The restricted accounts are subject to a security interest in favor of the lenders under the Macao credit facility. As of December 31, 2007 and 2006, the cash balances in the restricted accounts were $59.2 million and $465.4 million, respectively.

As required by the Company’s Singapore bridge facility entered into in August 2006 (see “— Note 8 — Long-Term Debt — Singapore Related Debt — Singapore Bridge Facility”), proceeds available under this facility have been deposited into accounts, invested in cash or cash equivalents, and pledged to a security trustee for the benefit of the Singapore bridge facility lenders. This restricted cash amount will be used as required to fund construction and

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Note 3 —Restricted Cash

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other operating and development costs of the Marina Bay Sands. These accounts are subject to a security interest in favor of the lenders under the Singapore bridge facility. As of December 31, 2007 and 2006, the restricted cash balance was $338.1 million and $19.6 million, respectively.

In addition, restricted cash includes $14.5 million related to other items as of December 31, 2007. During the year ended December 31, 2007, the Company was issued a gaming license in Pennsylvania and $50.0 million in restricted cash at December 31, 2006, was transferred to the Pennsylvania Gaming Control Board as payment for the license (see “— Note 1 — Organization and Business of Company — United States Development Projects — Sands Bethworks”).

Restricted cash balances classified as current are primarily equivalent to the related construction payables that are also classified as current.

Note 4 — Accounts Receivable, Net

Accounts receivable consists of the following (in thousands):

Note 5 — Property and Equipment, Net

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

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At December 31, 2007 2006

Casino $ 117,193 $ 119,514 Hotel 63,895 36,160 Other 39,223 53,485

220,311 209,159 Less — allowance for doubtful accounts (33,116 ) (35,476 )

$ 187,195 $ 173,683


Land and improvements $ 297,678 $ 207,144 Building and improvements 4,435,934 1,622,783 Furniture, fixtures, equipment and leasehold improvements 1,013,138 456,230 Transportation 176,897 72,652 Construction in progress 3,258,750 2,694,180

9,182,397 5,052,989 Less — accumulated depreciation and amortization (607,783 ) (470,664 )

$ 8,574,614 $ 4,582,325

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

As of December 31, 2007, portions of The Venetian Macao, The Palazzo and The Shoppes at The Palazzo were under construction and are scheduled to be completed during 2008. Approximately $429.0 million in construction in progress as of December 31, 2007, related to The Shoppes at the Palazzo, which is being sold to GGP (see “— Note 10 — Mall Sale — The Shoppes at The Palazzo”). The $223.2 million in other construction in progress consists primarily of the construction of Sands Bethworks and the Las Vegas condominiums, airplane-related purchases at corporate and other projects in Las Vegas.

As of December 31, 2007, the cost of property and equipment that the Company is leasing to tenants as part of its Macao mall operations was $216.4 million with accumulated depreciation of $3.4 million.

During the three months ended June 30, 2007, the Company recorded a charge of $4.8 million to properly account for pre-opening expenses that had been previously capitalized on the balance sheets during the years ended December 31, 2005 and 2006, and the three months ended March 31, 2007. Because the amounts involved were not material to the Company’s financial statements in any individual prior period and the cumulative amount was not material to the results of operations for the year ended December 31, 2007, the Company recorded the effect of correcting this item, which increased pre-opening expense and reduced property and equipment by $4.8 million, during the three months ended June 30, 2007.

Note 6 — Leasehold Interests in Land, Net

Leasehold interests in land consists of the following (in thousands):

The Company will amortize the leasehold interests in land for Marina Bay Sands, Sands Macao and the three parcels on the Cotai Strip on a straight-line basis over the expected term of the leases at approximately $14.2 million, $1.2 million and $10.3 million, respectively, annually at exchange rates in effect as of December 31, 2007.

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The Venetian Macao 110,759 1,474,312 The Four Seasons Macao 359,889 70,310 Other Macao Development Projects (Principally Cotai Strip

parcels 5 and 6) 714,701 130,355 Marina Bay Sands 552,850 30,511 The Palazzo and The Shoppes at The Palazzo 1,297,390 916,302 Other 223,161 72,390

$ 3,258,750 $ 2,694,180


Marina Bay Sands $ 854,386 $ 806,021 Sands Macao 22,625 10,237 The Venetian Macao (parcel 1) 163,753 — The Four Seasons Macao (parcel 2) 27,890 — Parcel 3 29,839 —

1,098,493 816,258 Less — accumulated amortization (28,884 ) (6,402 )

$ 1,069,609 $ 809,856

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During the year ended December 31, 2007, the Company made payments of 1.32 billion patacas (approximately $163.8 million at exchange rates in effect on December 31, 2007) for the full payment of the land premium for parcel 1 and partial payments of 224.2 million patacas and 239.9 million patacas (approximately $27.9 million and $29.8 million, respectively, at exchange rates in effect on December 31, 2007) towards the land premiums for parcels 2 and 3, respectively. The balance on parcel 2 will be due upon completion of The Four Seasons Macao, which is expected to be completed in summer 2008. The balance on parcel 3 will either be due upon the completion of the resorts on the parcel or will be payable through seven equal semi-annual payments (one of which was made in 2007), bearing interest at 5% per annum. The Company received a credit in the amount of 193.4 million patacas (approximately $24.1 million at exchange rates in effect on December 31, 2007) towards the aggregate land premium related to reclamation work and other works done on the land, and the installation costs of an electrical substation.

In addition to the land premium payments for the Macao leasehold interests in land, the Company is required to make annual rent payments in the amounts and at the times specified in the land concessions. The rent amounts may be revised every five years by the Macao government. As of December 31, 2007, the Company was obligated under its concessions to make future premium and rental payments as follows (in thousands):

Other accrued liabilities consist of the following (in thousands):

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2008 $ 59,575 2009 18,207 2010 18,207 2011 3,047 2012 3,140 Thereafter 60,385

$ 162,561

Note 7 — Other Accrued Liabilities


Customer deposits $ 143,053 $ 78,313 Payroll and related 92,103 65,350 Taxes and licenses 140,003 78,922 Outstanding gaming chips and tokens 152,962 51,752 Other accruals 82,790 44,564

$ 610,911 $ 318,901

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Note 8 — Long-Term Debt

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

Corporate and U.S. Related Debt

New Senior Secured Credit Facility

In May 2007, the Company entered into a $5.0 billion senior secured credit facility (the “New Senior Secured Credit Facility”), which consists of a $3.0 billion funded term loan (the “Term B Facility”), a $600.0 million delayed draw term loan available for 12 months after closing (the “Delayed Draw I Facility”), a $400.0 million delayed draw term loan available for 18 months after closing (the “Delayed Draw II Facility”) and a $1.0 billion revolving credit facility, of which up to $100.0 million may be drawn on a swingline basis (the “Revolving Facility”).

The Term B Facility and the Delayed Draw I Facility mature on May 23, 2014. The Term B Facility is subject to quarterly amortization payments of $7.5 million, which began in September 2007, followed by a balloon payment of $2.80 billion due on May 23, 2014. The Delayed Draw I Facility is subject to quarterly amortization payments of $1.5 million, which begin on September 30, 2008, followed by a balloon payment of $565.5 million due on May 23, 2014. The Delayed Draw II Facility matures on May 23, 2013, and is subject to quarterly amortization payments of $1.0 million, which begin on March 31, 2009, followed by a balloon payment of $383.0 million due on May 23, 2013. The Revolving Facility matures on May 23, 2012, and has no interim amortization. As of December 31, 2007, no amounts are outstanding under the Revolving Facility and no amounts have been drawn under the delayed draw facilities.

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Corporate and U.S. Related: New Senior Secured Credit Facility — Term B $ 2,985,000 $ — Senior Secured Credit Facility — Term B and Term B Delayed Draw — 1,170,000 Senior Secured Credit Facility — Revolving Facility — 260,128 6.375% Senior Notes (net of original issue discount of $1,620 and $1,847, respectively) 248,380 248,153 Airplane Financings 89,484 — FF&E Financings 61,416 44,977 Other 6,857 — The Sands Expo Center Mortgage Loan — 90,868 Construction Loan for The Shoppes at The Palazzo — 114,500 Macao Related: Macao Credit Facility — Term B and Local Term 1,900,000 1,300,000 Macao Credit Facility — Term B Delayed 700,000 — Macao Credit Facility — Revolving Facility 251,000 — Other 6,434 — Singapore Related: Singapore Bridge Facility — Term Loan 594,404 393,510 Singapore Bridge Facility — Floating Rate Notes 729,355 520,502

7,572,330 4,142,638 Less — current maturities (54,333 ) (6,486 )

Total long-term debt $ 7,517,997 $ 4,136,152

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The New Senior Secured Credit Facility is guaranteed by certain of the Company’s domestic subsidiaries (the “Guarantors”). The obligations under the New Senior Secured Credit Facility and the guarantees of the Guarantors are collateralized by a first-priority security interest in substantially all of LVSLLC’s and the Guarantors’ assets, other than capital stock and similar ownership interests, certain furniture, fixtures and equipment, and certain other excluded assets.

Borrowings under the New Senior Secured Credit Facility bear interest, at the Company’s option, at either an adjusted Eurodollar rate or at an alternative base rate plus a credit spread. For base rate borrowings, the initial credit spread is 0.5% per annum and 0.75% per annum for the Revolving Facility and the term loans, respectively. For Eurodollar rate borrowings, the initial credit spread is 1.5% per annum and 1.75% per annum for the Revolving Facility and the term loans, respectively (6.6% as of December 31, 2007). These spreads will be reduced by 0.25% if the Company’s “corporate rating” (as defined in the New Senior Secured Credit Facility) is increased to at least Ba2 by Moody’s and at least BB by Standard & Poor’s Ratings Group, subject to certain additional conditions. The spread for the Revolving Facility will be further reduced by 0.25% if the Company’s “corporate rating” is increased to at least Ba1 or higher by Moody’s and at least BB+ or higher by S&P, subject to certain additional conditions. The weighted average interest rate for the New Senior Secured Credit Facility was 7.1% during the year ended December 31, 2007.

The Company will pay a commitment fee of 0.375% per annum on the undrawn amounts under the Revolving Facility, which will be reduced by 0.125% if certain ratings are achieved, subject to certain additional conditions. The Company will also pay a commitment fee equal to 0.75% per annum and 0.5% per annum on the undrawn amounts under the Delayed Draw I Facility and the Delayed Draw II Facility, respectively. The New Senior Secured Credit Facility contains affirmative and negative covenants customary for such financings, including, but not limited to, minimum ratios of adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) to interest expense and maximum ratios of total debt outstanding to adjusted EBITDA. The New Senior Secured Credit Facility also contains conditions and events of default customary for such financings. In addition, there are provisions that limit or prohibit certain payments of dividends and other distributions to LVSC. At December 31, 2007, the net assets of LVSLLC were $5.86 billion, a substantial portion of which were restricted from being distributed under the terms of the New Senior Secured Credit Facility.

To meet the requirements of the New Senior Secured Credit Facility, the Company entered into an interest rate cap agreement in August 2007 with a notional amount of $1.64 billion, which expires on May 31, 2009. The provisions of this interest rate cap agreement entitle the Company to receive from the counterparty the amounts, if any, by which the selected market interest rate exceeds the strike rate of 6.75%. The Company has three additional interest rate cap agreements that it entered into as part of the prior senior secured credit facility with notional amounts of $500.0 million, $50.0 million and $10.0 million, which all expire on March 30, 2008. The provisions of these interest rate cap agreements entitle the Company to receive from the counterparties the amounts, if any, by which the selected market interest rates exceed the strike rates of 5.75%, 6.5% and 6.375%, respectively. There was no net effect on interest expense as a result of these four interest rate cap agreements for the year ended December 31, 2007.

A portion of the proceeds of the Term B Facility was used to refinance the prior senior secured credit facility, repay the construction loan related to The Shoppes at The Palazzo and The Sands Expo Center mortgage loan, pay for certain construction and development related expenses incurred in connection with The Palazzo, and for fees and expenses related to the New Senior Secured Credit Facility. The Company incurred a charge of approximately $10.7 million for loss on early retirement of debt during 2007 as a result of refinancing the facility.

Senior Notes

On February 10, 2005, LVSC sold in a private placement transaction $250.0 million in aggregate principal amount of its 6.375% Senior Notes due 2015 (the “Senior Notes”) with an original issue discount of $2.3 million. Net proceeds after offering costs and original issue discount were $244.8 million. The Senior Notes will mature on

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February 15, 2015. LVSC has the option to redeem all or a portion of the Senior Notes at any time prior to February 15, 2010, at a “make-whole” redemption price. Thereafter, LVSC has the option to redeem all or a portion of the Senior Notes at any time at fixed prices that decline ratably over time. The Senior Notes are unsecured senior obligations of LVSC and are jointly and severally guaranteed on a senior unsecured basis by certain of LVSC’s existing domestic subsidiaries, which includes LVSLLC and Venetian Casino Resort, LLC (“VCR”). The indenture governing the Senior Notes contains covenants that, subject to certain exceptions and conditions, limit the ability of LVSC and the subsidiary guarantors to enter into sale and leaseback transactions in respect of their principal properties, create liens on their principal properties and consolidate, merge or sell all or substantially all their assets. In June 2005, the Senior Notes were exchanged for substantially similar Senior Notes, which have been registered under the federal securities laws. In connection with entering into the New Senior Secured Credit Facility, the Senior Notes were collateralized on an equal and ratable basis with the obligations under the New Senior Secured Credit Facility.

Airplane Financings

In February 2007, the Company entered into promissory notes totaling $72.0 million to finance the purchase of one airplane and to finance two others that were already owned. The notes consist of balloon payment promissory notes and amortizing promissory notes, all of which have ten year maturities and are collateralized by the related aircraft. The notes bear interest at three-month LIBOR plus 1.5% per annum (6.6% as of December 31, 2007). The amortizing notes, totaling $28.8 million, are subject to quarterly principal and interest payments, which began June 1, 2007. The balloon notes, totaling $43.2 million, are subject to quarterly interest payments, which began June 1, 2007, with the principal payments due in full on March 1, 2017. The weighted average interest rate on the notes was 7.0% during the year ended December 31, 2007.

In April 2007, the Company entered into promissory notes totaling $20.3 million to finance the purchase of an additional airplane. The notes have ten year maturities and consist of a balloon payment promissory note and an amortizing promissory note. The notes bear interest at three-month LIBOR plus 1.25% per annum (6.1% as of December 31, 2007). The $8.1 million amortizing note is subject to quarterly principal and interest payments, which began June 30, 2007. The $12.2 million balloon note is subject to quarterly interest payments, which began June 30, 2007, with the principal payment due in full on March 31, 2017. The weighted average interest rate on the notes was 6.6% during the year ended December 31, 2007.

FF&E Financings

In December 2006, certain of the Company’s subsidiaries, including LVSLLC and VCR, entered into an FF&E credit facility agreement (the “FF&E Facility”) with a group of lenders and General Electric Capital Corporation as administrative agent to provide up to $142.9 million to finance or refinance the acquisition of certain furniture, fixtures and equipment (“FF&E”) located in The Venetian and The Palazzo. The FF&E Facility consisted of a $7.9 million funded term loan which proceeds refinanced a prior FF&E loan and a $135.0 million delayed draw term loan. In August 2007, the parties to the FF&E Facility entered into an amended and restated FF&E credit and guarantee agreement (the “Amended and Restated FF&E Facility”) which, among other things, increased the overall size of the delayed draw term loan facility to $167.0 million, repaid the funded term loan under the FF&E Facility and conformed the affirmative and negative covenants and events of default to those set forth in the New Senior Secured Credit Facility. The delayed draw term loan commitment under the Amended and Restated FF&E Facility terminates on June 30, 2008, and as of December 31, 2007, $61.4 million was drawn under the delayed draw term loan.

The remaining proceeds of the Amended and Restated FF&E Facility may be used by LVSLLC and VCR to finance and/or refinance the acquisition of certain FF&E to be located in The Venetian and The Palazzo. The Amended and Restated FF&E Facility is collateralized by the FF&E financed and/or refinanced with the proceeds

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of the Amended and Restated FF&E Facility, and is guaranteed by the same subsidiaries of the Company that guarantee the obligations under the New Senior Secured Credit Facility.

Borrowings under the Amended and Restated FF&E Facility bear interest, at the Company’s option, at either an adjusted Eurodollar rate or at a base rate, plus an applicable margin. The initial applicable margin is 1.0% per annum for loans accruing interest at the base rate, and 2.0% per annum for loans accruing interest at the adjusted Eurodollar rate (6.8% as of December 31, 2007). The applicable margins may be reduced by 0.25% under certain circumstances similar to those set forth in the New Senior Secured Credit Facility. The Company will also pay a commitment fee of 0.50% per annum on the undrawn amount of the term delayed draw loan.

The delayed draw term loan matures in June 2011. The Company is required to make principal payments in quarterly installments commencing on July 1, 2008, in an amount equal to 5.0% of the aggregate principal amount of the delayed draw term loan outstanding on July 1, 2008, with the remainder due in four equal quarterly installments ending on the maturity date. The Amended and Restated FF&E Facility also requires the Company to make mandatory prepayments of the delayed draw term loan under certain specified circumstances. The weighted average interest rate on the Amended and Restated FF&E Facility was 7.4% during the year ended December 31, 2007.

Macao Related Debt

Macao Credit Facility

On May 25, 2006, two subsidiaries of the Company, VML US Finance, LLC (the “Borrower”) and Venetian Macau Limited (“VML”), as guarantor, entered into a credit agreement (the “Macao Credit Facility”). The Macao Credit Facility originally consisted of a $1.2 billion funded term B loan (the “Macao Term B Facility”), a $700.0 million delayed draw term B loan (the “Macao Term B Delayed Draw Facility”), a $100.0 million funded local currency term loan (the “Macao Local Term Facility”) and a $500.0 million revolving credit facility (the “Macao Revolving Facility”). In March 2007, the Macao Credit Facility was amended to expand the use of proceeds and remove certain restrictive covenants. In April 2007, the lenders of the Macao Credit Facility approved a reduction of the interest rate margin for all classes of loans by 50 basis points and the Borrower exercised its rights under the Macao Credit Facility to access the $800.0 million of incremental facilities under the accordion feature set forth therein, which increased the funded Macao Term B Facility by $600.0 million, the Macao Revolving Facility by $200.0 million, and the total Macao Credit Facility to $3.3 billion. As of December 31, 2007, the Company had fully drawn $700.0 million under the Macao Term B Delayed Draw Facility and $251.0 million under the Macao Revolving Facility.

The indebtedness under the Macao Credit Facility is guaranteed by VML, Venetian Cotai Limited and certain of the Company’s other foreign subsidiaries (the “Macao Guarantors”). The obligations under the Macao Credit Facility and the guarantees of the Macao Guarantors are collateralized by a first-priority security interest in substantially all of the Borrower’s and the Macao Guarantors’ assets, other than (1) capital stock of the Borrower and the Macao Guarantors, (2) assets that secure permitted furniture, fixtures and equipment financings, (3) VML’s gaming subconcession contract and (4) certain other excluded assets.

Borrowings under the Macao Credit Facility bear interest, at the Company’s option, at either an adjusted Eurodollar rate (or, in the case of the Macao Local Term Facility, adjusted HIBOR) or at an alternative base rate, plus a spread of 2.25% or 1.25%, respectively (5.7% for the Macao Local Term Facility and 7.1% for the remainder of the Macao Credit Facility at December 31, 2007). The Borrower also pays a standby commitment fee of 0.5% on the undrawn amounts under the Macao Revolving Facility.

For the years ended December 31, 2007 and 2006, the weighted average interest rates for the Macao Local Term Facility were 6.8% and 6.9%, respectively, and the weighted average interest rates for the remainder of the Macao Credit Facility were 7.8% and 8.1%, respectively.

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To meet the requirements of the Macao Credit Facility, the Company entered into four separate interest rate cap agreements in September 2006, May 2007 and October 2007 (collectively, the “Macao Cap Agreements”) with notional amounts of $1.0 billion, $325.0 million, $165.0 million and $160.0 million, all of which expire on September 21, 2009. The provisions of the Macao Cap Agreements entitle the Company to receive from the counterparties the amounts, if any, by which the selected market interest rates exceed the strike rate of 6.75% as stated in such agreement. There was no net effect on interest expense as a result of the Macao Cap Agreements for the year ended December 31, 2007.

The Macao Revolving Facility and the Macao Local Term Facility have a five year maturity. The Macao Term B Delayed Draw Facility and the Macao Term B Facility mature in six and seven years, respectively. The Macao Term B Delayed Draw and the Macao Term B Facility are subject to nominal amortization for the first five and six years, respectively, commencing in the first quarter following substantial completion of The Venetian Macao, which occurred in 2007, with the remainder of the loans payable in four equal installments in the last year immediately preceding their maturity dates. Subsequent to substantial completion of The Venetian Macao, the Macao Local Term Facility is subject to quarterly amortization in an amount of approximately $6.3 million per quarter, with the remainder of the loan payable in four equal quarterly installments in the last year immediately preceding the maturity date.

The Macao Credit Facility contains affirmative and negative covenants customary for such financings, including, but not limited to, limitations on incurring additional liens, incurring additional indebtedness, making certain investments, paying dividends and making other restricted payments, and acquiring and selling assets. The Macao Credit Facility also requires the Borrower and the Macao Guarantors to comply with financial covenants, including, but not limited to, generating a minimum EBITDA for a period of time and, thereafter, ratios of EBITDA to interest expense and total indebtedness to EBITDA, as well as maximum annual capital expenditures. The Macao Credit Facility also contains events of default customary for such financings.

Ferry Financing

Subsequent to year-end, the Company entered into a 1.21 billion Hong Kong dollar (approximately $155.0 million at exchange rates in effect on December 31, 2007) secured credit facility to finance the purchase of ten ferries. The proceeds from the secured credit facility will be used to reimburse the Company for cash spent to date on construction of the ferries and to finance the progress payments on those ferries not yet delivered from the manufacturer. The facility is secured by the ferries and guaranteed by VML.

Singapore Related Debt

MBS entered into the Singapore bridge facility in August 2006, as further detailed below, as bridge financing to commence construction of Marina Bay Sands. As the facility would mature in full in 2008, the Company signed the Singapore permanent facilities, as further detailed below, in December 2007. Upon closing in January 2008, a portion of the borrowings under the Singapore permanent facilities, as well as contributions made by the Company to MBS, were used to repay the outstanding balances on the Singapore bridge facility, and to pay fees, costs and expenses related to entering into the Singapore permanent facilities agreement. As a result of the closing of the permanent financing in January 2008, the Singapore bridge facility balances outstanding as of December 31, 2007, have been classified as long-term in accordance with terms of the permanent facility.

Singapore Bridge Facility

On August 18, 2006, MBS entered into agreements (together, the “Singapore Bridge Facility”) providing for a SGD 1.1 billion (approximately $763.6 million at exchange rates in effect on December 31, 2007) floating rate notes facility (the “Singapore Floating Rate Notes”) and a SGD 1.1 billion (approximately $763.6 million at exchange rates in effect on December 31, 2007) term loan facility (the “Singapore Term Loan”). The Singapore Floating Rate Notes consist of a funded SGD 788.6 million (approximately $545.5 million at exchange rates in

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effect on December 31, 2007) facility and a SGD 315.4 million (approximately $218.2 million at exchange rates in effect on December 31, 2007) delayed draw facility. The Singapore Term Loan consists of a funded SGD 596.0 million (approximately $412.3 million at exchange rates in effect on December 31, 2007) facility, a SGD 315.4 million (approximately $218.2 million at exchange rates in effect on December 31, 2007) delayed draw facility, and a SGD 192.6 million (approximately $133.2 million at exchange rates in effect on December 31, 2007) facility to provide bank guarantees for a security deposit required to be delivered to the STB under the Development Agreement. As of December 31, 2007, SGD 1.06 billion (approximately $729.4 million at exchange rates in effect on December 31, 2007) has been drawn on the Singapore Floating Rate Notes, SGD 859.9 million (approximately $594.4 million at exchange rates in effect on December 31, 2007) has been drawn on the Singapore Term Loan, and SGD 192.6 million (approximately $133.2 million at exchange rates in effect on December 31, 2007) under the Singapore Term Loan has been committed to provide a guarantee for a security deposit required to be delivered to the STB under the Development Agreement.

The indebtedness under the Singapore Floating Rate Notes is guaranteed by LVSC on an unsecured basis and the indebtedness under the Singapore Term Loan is collateralized by a first-priority security interest in substantially all of MBS’ assets, other than capital stock and certain other assets.

Borrowings under both the Singapore Floating Rate Notes and the Singapore Term Loan bear interest at the Singapore SWAP Offer Rate plus a spread of 1.35% per annum during the first twelve months that amounts are outstanding under such facilities and a spread of 1.60% per annum during the second twelve months that amounts are outstanding (4.1% and 3.5% on the Singapore Floating Rate Notes and the Singapore Term Loan, respectively, at December 31, 2007). MBS will also pay a standby fee of 0.375% per annum on the undrawn amounts under the Singapore Bridge Facility. The Singapore Bridge Facility has a two year maturity and the aggregate amount outstanding matures in full on August 22, 2008. MBS is permitted, at its option, to redeem or prepay all or a portion of the outstanding Singapore Bridge Facility, at par, without premium or penalty, under certain circumstances. The weighted average interest rate on the Singapore Floating Rate Notes was 4.4% and 5.0% for the years ended December 31, 2007 and 2006, respectively. The weighted average interest rate on the Singapore Term Loan was 4.3% and 5.0% for the years ended December 31, 2007 and 2006, respectively.

The Singapore Bridge Facility contains affirmative and negative covenants customary for such financings, including, but not limited to, limitations on liens, indebtedness, investments, acquisitions and asset sales, restricted payments, affiliate transactions and use of proceeds from the facility, as well as requirements to comply with applicable law and maintain adequate insurance.

Singapore Permanent Facilities

In December 2007, MBS signed a facility agreement (the “Singapore Permanent Facility Agreement”) providing for a SGD 2.0 billion (approximately $1.38 billion at exchange rates in effect on December 31, 2007) term loan (“Singapore Permanent Facility A”) that was funded in January 2008, a SGD 2.75 billion (approximately $1.90 billion at exchange rates in effect on December 31, 2007) term loan (“Singapore Permanent Facility B”) that is available on a delayed draw basis until December 31, 2010, a SGD 192.6 million (approximately $133.2 million at exchange rates in effect on December 31, 2007) banker’s guarantee facility (“Singapore Permanent Facility C”) to provide the bankers guarantees in favor of the STB required under the Development Agreement that was fully drawn in January 2008, and a SGD 500.0 million (approximately $345.9 million at exchange rates in effect on December 31, 2007) revolving credit facility (“Singapore Permanent Facility D” and collectively, the “Singapore Permanent Facilities”) that is available until February 28, 2015.

The indebtedness under the Singapore Permanent Facility Agreement is collateralized by a first-priority security interest in substantially all of MBS’s assets, other than capital stock and similar ownership interests, certain furniture, fixtures, fittings and equipment and certain other excluded assets.

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The Singapore Permanent Facilities mature on March 31, 2015, with MBS required to repay or prepay the Singapore Permanent Facilities under certain circumstances. Commencing March 31, 2011, and at the end of each quarter thereafter, MBS is required to repay the outstanding Singapore Permanent Facility A and Facility B loans on a pro rata basis in an aggregate amount equal to SGD 125.0 million (approximately $86.5 million at exchange rates in effect on December 31, 2007) per quarter. In addition, commencing at the end of the third full quarter of operations of the Marina Bay Sands, MBS is required to further prepay the outstanding Singapore Permanent Facility A and Facility B loans on a pro rata basis with a percentage of excess free cash flow (as defined by the Singapore Permanent Facility Agreement).

Borrowings under the Singapore Permanent Facilities will bear interest at the Singapore SWAP Offer Rate plus a spread of 2.25% per annum. MBS will pay a standby interest fee of 1.125% per annum and 0.90% per annum on the undrawn amounts under Singapore Permanent Facility B and Facility D, respectively. MBS will pay a commission of 2.25% per annum on the bankers’ guarantees outstanding under the Singapore Permanent Facilities for the period during which any banker’s guarantees are outstanding.

The Singapore Permanent Facility Agreement contains affirmative and negative covenants customary for such financings, including, but not limited to, limitations on liens, annual capital expenditures other than project costs, indebtedness, loans and guarantees, investments, acquisitions and asset sales, restricted payments, affiliate transactions and use of proceeds from the facilities. The Singapore Permanent Facility Agreement also requires MBS to comply with financial covenants as of the end of the first full quarter beginning not less than 183 days after the commencement of operations of the Marina Bay Sands, including maximum ratios of total indebtedness to EBITDA, minimum ratios of EBITDA to interest expense, minimum EBITDA requirements and positive net worth. The Singapore Permanent Facility Agreement also contains events of default customary for such financings.

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Cash Flows from Financing Activities

Cash flows from financing activities related to long-term debt are as follows (in thousands):

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Proceeds from New Senior Secured Credit Facility — Term B $ 3,000,000 $ — $ — Proceeds from Macao Credit Facility 1,551,000 1,350,000 — Proceeds from Singapore Bridge Facility 339,788 892,076 — Proceeds from airplane financings 92,250 — — Proceeds from senior secured credit facility — revolver 62,000 254,129 31,000 Proceeds from The Shoppes at The Palazzo construction loan 52,000 86,000 28,500 Proceeds from FF&E financings and other long-term debt 38,038 37,790 — Proceeds from 6.375% Senior Notes, net of discount — — 247,722 Proceeds from senior secured credit facility — term B and term B

delayed — — 505,000

$ 5,135,076 $ 2,619,995 $ 812,222

Repayments on senior secured credit facility — term B and term B delayed $ (1,170,000 ) $ — $ —

Repayments on senior secured credit facility — revolver (322,128 ) (25,000 ) — Repayments on The Shoppes at The Palazzo construction loan (166,500 ) — — Repayments on The Sands Expo Center mortgage loan (90,868 ) (4,733 ) (3,687 ) Repayments on New Senior Secured Credit Facility — Term B (15,000 ) — — Repayments on FF&E financings and other long-term debt (8,539 ) (3,013 ) (1,800 ) Repayments on airplane financings (2,766 ) — — Repayments on Venetian Intermediate credit facility — (50,000 ) — Repayments on Macao Credit Facility — (50,000 ) — Repayments on 11% mortgage notes — — (843,640 ) Repayments on Venetian Macao Limited senior secured notes —

tranches A and B — — (120,000 )

$ (1,775,801 ) $ (132,746 ) $ (969,127 )

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Scheduled Maturities of Long-Term Debt

Maturities of long-term debt outstanding at December 31, 2007, are summarized as follows (in thousands):

Fair Values of Long-Term Debt

The fair value of the Senior Notes as of December 31, 2007 and 2006, was $232.5 million and $243.4 million, respectively. The fair value of the Senior Notes is based on quoted market prices. The fair values of other indebtedness approximate their respective carrying amounts based on the nature of these variable interest rate facilities. The fair values of the interest rate cap agreements are based upon quotes from brokers which were $0.1 million and $0.6 million as of December 31, 2007 and 2006, respectively.

Note 9 — Income Taxes

The components of the provision for income taxes are as follows (in thousands):

The reconciliation of the statutory federal income tax rate and the Company’s effective tax rate is as follows:

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2008 $ 54,333 2009 97,749 2010 110,935 2011 1,061,180 2012 1,594,927 Thereafter 4,654,826

$ 7,573,950


Federal: Current $ 36,850 $ 58,329 $ 1,627 Deferred (15,383 ) 3,914 2,623 Foreign: Current 295 — — Deferred (171 ) — —

Total income tax provision $ 21,591 $ 62,243 $ 4,250


Statutory federal income tax rate 35.00 % 35.00 % 35.00 % Increase (decrease) in tax rate resulting from: Foreign and U.S. tax rate differential (20.57 )% (16.41 )% (23.14 )% Tax exempt income of foreign subsidiary (Macao) (36.56 )% (10.20 )% (14.07 )% Non-deductible pre-opening expenses of foreign subsidiaries 11.59 % — — Change in valuation allowance 21.16 % 1.26 % 2.61 % Change in tax reserve 3.03 % 0.27 % 0.57 % Other, net 1.96 % 2.42 % 0.51 %

Effective tax rate 15.61 % 12.34 % 1.48 %

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The effective tax rate for the year was significantly lower than the federal statutory rate due primarily to a zero effective tax rate on our Macao net income as a result of an income tax exemption in Macao on gaming operations, which is set to expire at the end of 2008. Based on Macanese law and the treatment of other gaming operators, the Company believes the income tax exemption will be extended for an additional five-year term. Had the Company been required to pay income taxes in Macao, consolidated net income would have been reduced by $43.9 million and $45.2 million, and diluted earning per share would have been reduced by $0.12 per share for each of the years ended December 31, 2007 and 2006, respectively.

Consolidated income before taxes for domestic and international operations is as follows (in thousands):

The primary tax affected components of the Company’s net deferred tax assets are as follows (in thousands):

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

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Domestic $ 15,590 $ 162,592 $ 3,271 International 122,689 341,654 284,665

Total $ 138,279 $ 504,246 $ 287,936


Deferred tax assets Bad debt reserve $ 10,926 $ 12,170 Accrued expenses 6,800 7,314 Deferred gain on the sale of The Grand Canal Shops 59,303 60,945 Other 7,434 4,712 Pre-opening expenses of foreign subsidiaries 12,522 — Net operating loss carryforward of foreign subsidiaries 33,970 23,582 Less — valuation allowance (46,343 ) (23,582 )

Total deferred tax assets 84,612 85,141

Deferred tax liabilities Property and equipment (50,559 ) (67,807 ) Prepaid expenses (3,135 ) (1,970 )

Total deferred tax liabilities (53,694 ) (69,777 )

Net deferred tax asset $ 30,918 $ 15,364

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Company had $8.6 million of unrecognized tax benefits. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands):

Included in the balance at December 31, 2007, are $9.8 million of uncertain tax benefits that would affect the effective income tax rate if recognized.

The Company files income tax returns in the U.S., various states and foreign jurisdictions. The Company is subject to federal, state and local, or foreign income tax examinations by tax authorities for years after 2003. The Company is not presently under examination by any major tax jurisdiction.

The Company recognizes interest and penalties, if any, related to unrecognized tax positions in the provision for income taxes on the statement of operations. At January 1, 2007, the date of adoption, the Company did not accrue any significant interest or penalties. The Company had approximately $0.6 million of interest accrued at December 31, 2007. No penalties were accrued for at December 31, 2007. The Company does not expect a significant increase or decrease in unrecognized tax benefits over the next twelve months.

Operating loss carryforwards of the Company’s foreign subsidiaries were $282.2 million and $195.2 million for the years ended December 31, 2007 and 2006, respectively, which begin to expire in 2008. At December 31, 2007 and 2006, there was a valuation allowance of $46.3 million and $23.6 million, respectively, provided on the foreign net operating loss carryforwards and other foreign deferred tax assets because management believes these assets do not meet the “more likely than not” criteria for recognition under SFAS No. 109. Management believes all other deferred tax assets are more likely than not to be realized because of the future reversal of existing taxable temporary differences and expected future taxable income. Accordingly, there are no other valuation allowances provided at December 31, 2007 and 2006.

Undistributed earnings of subsidiaries are accounted for as a temporary difference, except that deferred tax liabilities are not recorded for undistributed earnings of foreign subsidiaries that are deemed to be indefinitely reinvested in foreign jurisdictions. The Company has a plan for reinvestment of undistributed earnings of its foreign subsidiaries which demonstrates that such earnings will be indefinitely reinvested in the applicable jurisdictions. Should the Company change its plans, it would be required to record a significant amount of deferred tax liabilities. For the years ended December 31, 2007 and 2006, the amount of undistributed earnings of foreign subsidiaries that the Company does not intend to repatriate was $837.2 million and $719.1 million, respectively. Should these earnings be distributed in the form of dividends or otherwise, the distributions would be subject to U.S. federal income tax at the statutory rate of 35%, less foreign tax credits applicable to distributions, if any. In addition, such distributions would be subject to withholding taxes in the various tax jurisdictions.

Note 10 — Mall Sale

The Grand Canal Shops at The Venetian

On April 12, 2004, the Company entered into an agreement to sell The Grand Canal Shops and lease certain restaurant and other retail space at the casino level of The Venetian (the “Master Lease”) to GGP for approximately $766.0 million (the “Mall Sale”). The Mall Sale closed on May 17, 2004 and the Company realized a gain of $417.6 million in connection with the Mall Sale. Under the Master Lease agreement, The Venetian leased nineteen spaces on the casino level of The Venetian currently occupied by various tenants to GGP for 89 years with annual

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Balance as of January 1, 2007 $ 8,552 Tax positions related to the current year:

Additions 4,205 Tax positions related to the prior year:

Additions 2,209

Balance as of December 31, 2007 $ 14,966

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rent of one dollar per year and GGP assumed the various leases. Under generally accepted accounting principles, the Master Lease agreement does not qualify as a sale of the related assets, which were not separately legally demised. Accordingly, $109.2 million of the transaction has been deferred as prepaid operating lease payments to The Venetian, which will amortize into income on a straight-line basis over the 89-year lease term. During each of the years ended December 31, 2007, 2006 and 2005, $1.2 million of this deferred item was amortized and is included in convention, retail and other revenue. In addition, the Company agreed with GGP to: (i) continue to be obligated to fulfill certain lease termination and asset purchase agreements as further described in Note 11 — Commitments and Contingencies — Other Ventures and Commitments; (ii) lease the Blue Man Group Theater space located within The Grand Canal Shops from GGP for a period of 25 years with fixed minimum rent of $3.3 million per year with cost of living adjustments; (iii) operate the Gondola ride under an operating agreement for a period of 25 years for an annual fee of $3.5 million; and (iv) lease certain office space from GGP for a period of 10 years, subject to extension options for a period of up to 65 years, with annual rent of approximately $0.9 million. The lease payments under clauses (ii) through (iv) above are subject to automatic increases beginning on the sixth lease year. The net present value of the lease payments under clauses (ii) through (iv) is $77.2 million. Under generally accepted accounting principles, a portion of the transaction must be deferred in an amount equal to the present value of the minimum lease payments set forth in the lease back agreements. This deferred gain will be amortized to reduce lease expense on a straight-line basis over the life of the leases. $3.5 million of this deferred item was amortized during each of the years ended December 31, 2007, 2006 and 2005, and was included as an offset to convention, retail and other expense.

As of December 31, 2007, the Company was obligated under (ii), (iii), and (iv) above to make future payments as follows (in thousands):

The Shoppes at The Palazzo

The Shoppes at The Palazzo opened on January 18, 2008, with some tenants not yet open. The Company is selling The Shoppes at The Palazzo to GGP pursuant to a purchase and sale agreement dated as of April 12, 2004, as amended, regarding the development and sale of The Shoppes at The Palazzo (the “Amended Agreement”). The total purchase price to be paid by GGP for The Shoppes at The Palazzo is determined by taking The Shoppes at The Palazzo’s net operating income, as defined in the Amended Agreement, for months 19 through 30 of its operations (assuming that the rent and other periodic payments due from all tenants in month 30 was actually due in each of months 19 through 30) divided by a capitalization rate. The capitalization rate is 0.06 for every dollar of net operating income up to $38.0 million and 0.08 for every dollar of net operating income above $38.0 million. On the closing date of the sale of The Shoppes at The Palazzo to GGP, which the Company expects to be on February 29, 2008, or shortly thereafter, GGP will be obligated to make an initial purchase price payment based on projected net operating income for the first 12 months of operations (but in no event less than $250.0 million and only taking into account tenants open for business or paying rent as of the closing date). The Company is in the process of finalizing the amount of the initial payment; however, the Company expects it to range between $285.0 million and $295.0 million. Pursuant to the Amended Agreement, at the fourth, eighth, 12th, 18th, and 24th month after closing, the required purchase price will be adjusted (up or down, but will never be less than $250.0 million) based on projected net operating income for the upcoming 12 months. Subject to adjustments for certain audit and other

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2008 $ 7,660 2009 7,884 2010 8,043 2011 8,043 2012 8,043 Thereafter 129,567

$ 169,240

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issues, the final adjustment to the purchase price will be made on the 30-month anniversary of the closing date and will be based on the formula described above. For all purchase price and purchase price adjustment calculations, “net operating income” will be calculated by using the “accrual” method of accounting and the final purchase price adjustment will be calculated by applying the base rent and other periodic payments payable by all tenants in the 30th month to the entire 12-month period, as defined. Based on the Company’s continuing relationship with GGP related to its ownership of The Grand Canal Shops, knowledge of local market conditions and discussions with tenants, management believes the total purchase price to be paid by GGP will be in excess of $700.0 million.

Note 11 — Commitments and Contingencies

Litigation

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

The Palazzo Construction Litigation

Lido Casino Resort, LLC (“Lido”), formerly a wholly-owned subsidiary of the Company and now merged into Venetian Casino Resort, LLC (“VCR”), and its construction manager, Taylor International Corp. (“Taylor”), filed suit in March 2006 in the United States District Court for the District of Nevada (the “District Court”) against Malcolm Drilling Company, Inc. (“Malcolm”), the contractor on The Palazzo project responsible for completing certain foundation work (the “District Court Case”). Lido and Taylor claim in the District Court Case that Malcolm was in default of its contract for performing defective work, failing to correct defective work, failing to complete its work and causing delay to the project. Malcolm responded by filing a Notice of a Lien with the Clerk of Clark County, Nevada in March 2006 in the amount of approximately $19.0 million (the “Lien”). In April 2006, Lido and Taylor moved in the District Court Case to strike or, in the alternative, to reduce the amount of, the Lien, claiming, among other things, that the Lien was excessive for including claims for disruption and delay, which Lido and Taylor claim are not lienable under Nevada law (the “Lien Motion”). Malcolm responded in April 2006 by filing a complaint against Lido and Taylor in District Court of Clark County, Nevada seeking to foreclose on the Lien against Taylor, claiming breach of contract, a cardinal change in the underlying contract, unjust enrichment against Lido and Taylor and bad faith and fraud against Taylor (the “State Court Case”), and simultaneously filed a motion in the District Court Case, seeking to dismiss the District Court Case on abstention grounds (the “Abstention Motion”). In response, in June 2006, Lido filed a motion to dismiss the State Court Case based on the principle of the “prior pending” District Court Case (the “Motion to Dismiss”). In June 2006, the Abstention Motion was granted in part by the United States District Court, the District Court Case was stayed pending the outcome of the Motion to Dismiss in the State Court Case and the Lien Motion was denied without prejudice. In January 2008, the parties agreed to the dismissal of the District Court Case without prejudice. Prior to agreeing on that dismissal, Lido and Malcolm entered into a stipulation under which Lido withdrew the Motion to Dismiss, and in July 2006 filed a replacement lien motion in the State Court Case. The lien motion in the State Court Case was denied in August 2006 and Lido and Taylor filed a permitted interlocutory notice of appeal to the Supreme Court of Nevada in September 2006. In April 2007, Malcolm filed an Amended Notice of Lien with the Clerk of Clark County, Nevada in the amount of approximately $16.7 million plus interest, costs and attorney’s fees. In August 2007, Malcolm filed a motion for partial summary judgment, seeking the dismissal of the counterclaim filed in the State Court Case by Lido to the extent the claim sought lost profits. After argument, the motion for partial summary judgment was denied without prejudice on October 23, 2007 and a conforming order was entered in December 2007. The parties have agreed to complete limited additional discovery by the end of February 2008. Argument on the appeal of the denial of the lien motion in the State Court has been scheduled by the Supreme Court for March 2008 and an initial trial call of the State Court Case also has been scheduled for March 2008. In January 2008, Malcolm filed a series of

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three motions and again sought summary judgment on the counterclaim filed in the State Court Case. Based upon the advice of legal counsel, management has determined that based on proceedings to date, an adverse outcome is not probable. Lido intends to defend itself against the claims pending in the State Court Case.

Litigation Relating to Macao Operations

On October 15, 2004, Richard Suen and Round Square Company Limited filed an action against Las Vegas Sands Corp. (“LVSC”), Las Vegas Sands, Inc., Sheldon G. Adelson and William P. Weidner in the District Court of Clark County, Nevada, asserting a breach of an alleged agreement to pay a success fee of $5.0 million and 2.0% of the net profit from the Company’s Macao resort operations to the plaintiffs as well as other related claims. In March 2005, LVSC was dismissed as a party without prejudice based on a stipulation to do so between the parties. On May 17, 2005, the plaintiffs filed their first amended complaint. On February 2, 2006, defendants filed a motion for partial summary judgment with respect to plaintiffs’ fraud claims against all the defendants. On March 16, 2006, an order was filed by the court granting defendants’ motion for partial summary judgment. Pursuant to the order filed March 16, 2006, plaintiffs’ fraud claims set forth in the first amended complaint were dismissed with prejudice as against all defendants. The order also dismissed with prejudice the first amended complaint against defendants Sheldon G. Adelson and William P. Weidner. This action is currently set for trial in April 2008. Based upon the advice of legal counsel, management believes that the plaintiff’s case against the Company is without merit. The Company intends to defend this matter vigorously.

On January 26, 2006, Clive Basset Jones, Darryl Steven Turok (a/k/a Dax Turok) and Cheong Jose Vai Chi (a/k/a Cliff Cheong), filed an action against LVSC, Las Vegas Sands, LLC, Venetian Venture Development, LLC and various unspecified individuals and companies in the District Court of Clark County, Nevada. The plaintiffs assert breach of an agreement to pay a success fee in an amount equal to 5% of the ownership interest in the entity that owns and operates the Macao gaming subconcession as well as other related claims. In April 2006, LVSC was dismissed as a party without prejudice based on a stipulation to do so between the parties. Discovery has begun in this matter and the case is currently set for trial in December 2008. Based upon the advice of legal counsel, management believes that the plaintiff’s case against the Company is without merit. The Company intends to defend this matter vigorously.

On February 5, 2007, Asian American Entertainment Corporation, Limited (“AAEC”) filed an action against Las Vegas Sands, Inc. (“LVSI”), VCR, Venetian Venture Development, LLC (“Venetian Venture Development”), William P. Weidner and David Friedman in the United States District Court for the District of Nevada. The plaintiffs assert breach of contract by LVSI, VCR and Venetian Venture Development of an agreement under which AAEC would work to obtain a gaming license in Macao and, if successful, AAEC would jointly operate a casino, hotel and related facilities in Macao with Venetian Venture Development and Venetian Venture Development would receive fees and a minority equity interest in the venture and breach of fiduciary duties by all of the defendants. The plaintiffs have requested an unspecified amount of actual, compensatory and punitive damages, and disgorgement of profits related to our Macao gaming license. The Company filed a motion to dismiss on July 11, 2007. On August 1, 2007, the Court granted defendants’ motion to dismiss the complaint against all defendants without prejudice. The plaintiffs have appealed this decision. Based upon the advice of legal counsel, management believes that the plaintiff’s case against the Company is without merit. The Company intends to defend this matter vigorously.

Macao Concession and Subconcession

On June 26, 2002, the Macao government granted a concession to operate casinos in Macao through June 26, 2022, subject to certain qualifications, to Galaxy Casino Company Limited (“Galaxy”), a consortium of Macao and Hong Kong-based investors. During December 2002, VML and Galaxy entered into a subconcession agreement which was recognized and approved by the Macao government and allows VML to develop and operate casino

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projects, including the Sands Macao, separately from Galaxy. Beginning on December 26, 2017, the Macao government may redeem the subconcession agreement by providing the Company at least one year prior notice.

Under the subconcession, the Company is obligated to pay to the Macao government an annual premium with a fixed portion and a variable portion based on the number and type of gaming tables it employs and gaming machines it operates. The fixed portion of the premium is equal to 30.0 million patacas (approximately $3.7 million at exchange rates in effect on December 31, 2007). The variable portion is equal to 300,000 patacas per gaming table reserved exclusively for certain kinds of games or players, 150,000 patacas per gaming table not so reserved and 1,000 patacas per electrical or mechanical gaming machine, including slot machines (approximately $37,314, $18,657 and $124, respectively, at exchange rates in effect on December 31, 2007), subject to a minimum of 45.0 million patacas (or $5.6 million at exchange rates in effect on December 31, 2007). The Company is also obligated to pay a special gaming tax of 35% of gross gaming revenues and applicable withholding taxes. The Company must also contribute 4% of its gross gaming revenue to utilities designated by the Macao government, a portion of which must be used for promotion of tourism in Macao. As of December 31, 2007, the Company was obligated under its subconcession to make minimum future payments of approximately $35.2 million in each of the next five years and approximately $334.3 million thereafter through June 2022. These amounts are expected to increase substantially as the Company completes the other Cotai Strip properties, which are planned to have approximately 2,100 table games and approximately 9,500 slot machines in total.

Currently, the gaming tax in Macao is calculated as a percentage of gross gaming revenue. However, unlike Nevada, gross gaming revenue does not include deductions for credit losses. As a result, if the Company extends credit to its customers in Macao and is unable to collect on the related receivables, the Company must pay taxes on its winnings from these customers even though it was unable to collect on the related receivables. If the laws are not changed, the Company’s business in Macao may not be able to realize the full benefits of extending credit to its customers. Although there are proposals to revise the gaming tax laws in Macao, there can be no assurance that the laws will be changed.


On August 23, 2006, the Company entered into the Development Agreement, which requires it to construct and operate the Marina Bay Sands in accordance with the Company’s proposal for this integrated resort and in accordance with that agreement. Although construction has started, the Company is continuing to work with the Singapore government to finalize various design aspects of the integrated resort and is in the process of finalizing its cost estimates for the project. The cost to design, develop and construct the Marina Bay Sands is expected to be in excess of $4.0 billion, which is inclusive of the land premium, taxes and other fees previously paid. As discussed in “— Note 8 — Long-Term Debt — Singapore Related Debt — Singapore Permanent Facilities,” the Company entered into the SGD 5.44 billion (approximately $3.76 billion at exchange rates in effect in December 31, 2007) Singapore Permanent Facilities to fund the construction, operating and other development costs of the Marina Bay Sands.

Leases

Energy Services Agreements

During 1997, VCR, Interface Group-Nevada Inc. (“Interface”) and others entered into separate energy service agreements with a heating, ventilation and air conditioning (“HVAC”) provider (the “HVAC Provider”). Under the terms of the energy services agreement and other separate energy services agreements, HVAC energy and services will be purchased by VCR, Interface and others over initial terms expiring in 2009 with an option to collectively extend the terms of their agreements for two consecutive five-year periods. The HVAC plant was constructed on land owned by the Company and leased to the HVAC Provider. The HVAC equipment is owned by the HVAC Provider, which paid all costs (“HVAC Costs”) in connection with the purchase and installation of the HVAC equipment. The total HVAC Costs were $70.0 million. The charges payable under the separate energy services

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agreements include a fixed component applied to the HVAC Costs paid by the HVAC Provider, reimbursement of operational and related costs and a management fee.

As of December 31, 2007, VCR and Interface were obligated under the energy services agreements to make future minimum payments of $6.8 million and $5.1 million during the years ended December 31, 2008 and 2009, respectively. Expenses incurred under the energy services agreements were $6.8 million for each of the three years ended December 31, 2007.

Operating Lease Agreements

The Company leases real estate and various equipment under operating lease arrangements and is also party to several service agreements with terms in excess of one year.

At December 31, 2007, the Company was obligated under non-cancelable operating leases to make future minimum lease payments as follows (in thousands):

Expenses incurred under these operating lease agreements totaled $12.2 million, $8.3 million and $7.0 million for the years ended December 31, 2007, 2006 and 2005, respectively.

The Company is party to other operating lease agreements, which are short-term and variable-rate in nature. Expenses incurred under these operating lease agreements totaled $2.1 million, $1.5 million and $1.6 million for the years ended December 31, 2007, 2006 and 2005, respectively.

Other Ventures and Commitments

The Company has entered into employment agreements with five of the Company’s senior executives, with remaining terms of two years. As of December 31, 2007, the Company was obligated to make future payments of $8.0 million and $7.6 million during the years ended December 31, 2008 and 2009, respectively.

During 2003, the Company entered into three lease termination and asset purchase agreements with The Grand Canal Shops tenants. In each case, the Company has obtained title to leasehold improvements and other fixed assets, which were originally purchased by The Grand Canal Shops tenants, and which have been recorded at estimated fair market value, which approximated the discounted present value of the Company’s obligation to the former tenants. As of December 31, 2007, the Company was obligated under these agreements to make future payments of $0.7 million for each of the next five years and $7.4 million thereafter.

During 2006, the Company entered into agreements to purchase ten ferries to be built for our Macao operations. The total remaining payments related to the construction of the ferries as of December 31, 2007, was $28.7 million. Subsequent to year-end, the Company agreed to purchase an additional four ferries.

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2008 $ 6,399 2009 4,440 2010 4,070 2011 13,474 2012 2,432 Thereafter 109,500

Total minimum payments $ 140,315

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The Grand Canal Shops at The Venetian Macao

The Company leases mall space in The Grand Canal Shops at The Venetian Macao to various retailers. These leases are non-cancellable operating leases with lease periods that vary from 6 months to 10 years. The leases include minimum base rents with escalated contingent rent clauses. At December 31, 2007, the minimum future rentals on these non-cancelable leases are as follows (in thousands, at exchange rates in effect at December 31, 2007):

The total minimum future rentals does not include the escalated contingent rent clauses. Contingent rentals amounted to $0.3 million for the period August 27, 2007 to December 31, 2007.

Note 12 — Stock-Based Employee Compensation

The Company has two nonqualified stock option plans, the 1997 Plan and the 2004 Plan, which are described below. The plans provide for the granting of stock options pursuant to the applicable provisions of the Internal Revenue Code and regulations.

LVSLLC 1997 Fixed Stock Option Plan

The 1997 Plan provides for 19,952,457 shares (on a post-split basis) of common stock of LVSLLC to be reserved for issuance to officers and other key employees or consultants of LVSLLC or any LVSLLC Affiliates or Subsidiaries (each as defined in the 1997 Plan) pursuant to options granted under the 1997 Plan.

The 1997 Plan provides that the Principal Stockholder may, at any time, assume the 1997 Plan or certain obligations under the 1997 Plan, in which case the Principal Stockholder will have all the rights, powers and responsibilities granted LVSLLC or its board of directors under the 1997 Plan with respect to such assumed obligations. The Principal Stockholder assumed LVSLLC’s obligations under the 1997 Plan to sell shares to optionees upon the exercise of their options with respect to options granted prior to July 15, 2004. LVSLLC is responsible for all other obligations under the 1997 Plan. LVSC assumed all of the obligations of LVSLLC and the Principal Stockholder under the 1997 Plan (other than the obligation of the Principal Stockholder to issue 984,321 shares under options granted prior to July 15, 2004), in connection with its initial public offering.

The Board of Directors agreed not to grant any additional stock options under the 1997 Plan following the initial public offering and there were no options outstanding under it during the years ended December 31, 2007 and 2006. The total intrinsic value of options exercised under the 1997 Plan during the year ended December 31, 2005, was $38.2 million.

Las Vegas Sands Corp. 2004 Equity Award Plan

The Company adopted the 2004 Plan for grants of options to purchase its common stock. The purpose of the 2004 Plan is to give the Company a competitive edge in attracting, retaining, and motivating employees, directors and consultants and to provide the Company with a stock plan providing incentives directly related to increases in its stockholder value. Any of the Company’s subsidiaries’ or affiliates’ employees, directors or officers and many of its consultants are eligible for awards under the 2004 Plan. The 2004 Plan provides for an aggregate of

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2008 $ 102,731 2009 104,196 2010 93,644 2011 59,667 2012 52,642 Thereafter 90,231

Total minimum future rentals $ 503,111

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26,344,000 shares of the Company’s common stock to be available for awards. The 2004 Plan has a term of ten years and no further awards may be granted after the expiration of the term. The compensation committee may grant awards of nonqualified stock options, incentive (qualified) stock options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards or any combination of the foregoing. As of December 31, 2007, there were 18,307,565 shares available for grant under the 2004 Plan.

Stock option awards are granted with an exercise price equal to the fair market value (as defined in the 2004 Plan) of the Company’s stock on the date of grant. The outstanding stock options generally vest over four years and have 10-year contractual terms. Compensation cost for all stock option grants, which all have graded vesting, is net of estimated forfeitures and is recognized on a straight-line basis over the awards’ respective requisite service periods. The Company estimates the fair value of stock options using the Black-Scholes option-pricing model. Expected volatilities are based on the historical volatilities from a selection of companies from the Company’s peer group due to the Company’s lack of historical information. The Company used the simplified method for estimating expected option life, as the options qualify as “plain-vanilla” options. The risk-free interest rate for periods equal to the expected term of the stock option is based on the U.S. Treasury yield curve in effect at the time of grant.

The fair value of each option grant was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions:

A summary of the status of the Company’s 2004 Plan for the year ended December 31, 2007, is presented below:

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2007 2006 2005

Weighted average volatility 30.60 % 31.25 % 31.45 % Expected term (in years) 6.0 6.0 6.0 Risk-free rate 4.51 % 4.54 % 4.14 % Expected dividends — — —

Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Life (Years) Value

Outstanding at January 1, 2007 4,575,502 $ 45.61 Granted 3,323,373 83.13 Exercised (727,692 ) 41.53 Forfeited (245,126 ) 50.88

Outstanding at December 31, 2007 6,926,057 $ 63.85 8.58 $ 271,501,434

Exercisable at December 31, 2007 528,627 $ 39.99 7.49 $ 33,335,219

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Restricted Stock Awards

A summary of the status of the Company’s nonvested restricted shares for the year ended December 31, 2007, is presented below:

As of December 31, 2007, there was $113.7 million of unrecognized compensation cost, net of estimated forfeitures of 8.0%, related to nonvested stock options and there was $4.1 million of unrecognized compensation cost related to nonvested restricted stock. The stock option and restricted stock costs are expected to be recognized over a weighted average period of 3.3 years and 1.7 years, respectively.

The stock-based compensation activity for the 2004 Plan is as follows for the three years ended December 31, 2007 (in thousands, except weighted average grant date fair values):

For the years ended December 31, 2007 and 2006, basic and diluted earnings per share were $0.07 and $0.03 lower, respectively, than if the Company had continued to account for stock-based compensation under APB Opinion No. 25.

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Weighted Average Grant Date Shares Fair Value

Nonvested at January 1, 2007 71,960 $ 44.12 Granted 50,926 86.56 Vested (26,959 ) 46.67

Nonvested at December 31, 2007 95,927 $ 65.93

Year Ended December 31, 2007 2006 2005 (1)

Compensation expense: Stock options $ 30,845 $ 13,470 $ — Restricted shares 2,379 1,258 —

$ 33,224 $ 14,728 $ —

Income tax benefit recognized in the consolidated statement of operations $ 8,155 $ 3,618 $ —

Compensation cost capitalized as part of property and equipment $ 3,478 $ 2,090 $ —

Stock options granted 3,323 3,164 305

Weighted average grant date fair value $ 32.60 $ 21.24 $ 13.87

Stock options exercised: Intrinsic value $ 44,463 $ 10,299 $ 108

Cash received $ 30,221 $ 7,226 $ —

Tax benefit realized for tax deductions from stock-based compensation $ 7,526 $ 1,876 $ 8,149

(1) In accordance with APB Opinion No. 25, the Company did not recognize compensation expense for employee stock option awards for the year ended December 31, 2005 for those options where the exercise price of the Company’s employee stock awards equaled the market price of the underlying stock on the date of grant.

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Note 13 — Employee Benefit Plans

The Company is self-insured for health care and workers compensation benefits for its U.S. employees. The liability for claims filed and estimates of claims incurred but not filed is included in other accrued liabilities in the consolidated balance sheet.

Participation in the VCR 401(k) employee savings plan is available for all full-time employees after a three-month probation period. The savings plan allows participants to defer, on a pre-tax basis, a portion of their salary and accumulate tax-deferred earnings as a retirement fund. The Company matches 150% of the first $390 of employee contributions and 50% of employee contributions in excess of $390 up to a maximum of 5% of participating employee’s eligible gross wages. For the years ended December 31, 2007, 2006 and 2005, the Company’s matching contributions under the savings plan were $5.0 million, $4.5 million and $3.1 million, respectively.

Participation in VML’s provident retirement fund is available for all permanent employees after a three-month probation period. VML contributes 5% of each employee’s basic salary to the fund and the employee is eligible to receive 30% of these contributions after working for three consecutive years, gradually increasing to 100% after working for ten years. For the year ended December 31, 2007 and 2006, VML’s contributions into the provident fund were $8.5 million and $4.9 million, respectively. No contributions were made during 2005.

Note 14 — Related Party Transactions

The Company paid approximately $5.9 million, $4.3 million and $3.0 million during the years ended December 31, 2007, 2006 and 2005, respectively, to a travel agent and charter tour operator for travel related services, which is controlled by the Principal Stockholder.

During the year ended December 31, 2005, the Principal Stockholder purchased certain banquet room and catering goods and services from The Venetian of approximately $1.0 million. No such goods or services were purchased during 2007 and 2006.

The Company purchased hotel guest amenities from a company that is controlled by the Principal Stockholder’s brother. The total amount paid was approximately $1.0 million, $1.2 million and $1.8 million during the years ended December 31, 2007, 2006 and 2005, respectively.

During the years ended December 31, 2007, 2006 and 2005, the Company incurred and paid certain expenses totaling $2.0 million, $1.3 million and $0.7 million, respectively, to its Principal Stockholder related to the Company’s use of his personal aircraft for business purposes. In addition, during the years ended December 31, 2007, 2006 and 2005, the Company charged and received from the Principal Stockholder $5.3 million, $3.3 million and $1.2 million, respectively, related to aviation costs incurred by the Company for the Principal Stockholder’s use of Company aviation personnel and assets for personal purposes.

Note 15 — Segment Information

The Company’s principal operating and developmental activities occur in three geographic areas: Las Vegas, Macao and Singapore. The Company reviews the results of operations for each of its key operating segments: The Venetian, which includes The Sands Expo Center and The Congress Center; The Palazzo; Sands Macao; The Venetian Macao; and Other Asia (comprised primarily of the ferry operations). The Company also reviews its construction and development activities for each of its primary projects: The Venetian; The Palazzo; Sands Macao; The Venetian Macao; The Four Seasons Macao; Other Asia (comprised of various other operations that are ancillary to our properties in Macao); Marina Bay Sands in Singapore; Other Development Projects (on Parcels 3, 5, 6, 7 and 8 of the Cotai Strip); and Corporate and Other (comprised of the airplanes and the Sands Bethworks and Las Vegas condominium projects). The information for the years ended December 31, 2006 and 2005, have been reclassified

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to conform to the current presentation. The Company’s segment information is as follows for the three years ended December 31, 2007 (in thousands):

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Net Revenues The Venetian and The Palazzo $ 984,125 $ 959,700 $ 844,313 Macao

Sands Macao 1,314,733 1,277,159 896,599 The Venetian Macao 650,496 — — Other Asia 1,213 — —

Total net revenues $ 2,950,567 $ 2,236,859 $ 1,740,912

Adjusted EBITDAR (1) The Venetian and The Palazzo $ 361,076 $ 373,460 $ 323,549 Macao

Sands Macao 373,507 457,998 341,747 The Venetian Macao 144,417 — — Other Asia (4,250 ) — —

Total adjusted EBITDAR 874,750 831,458 665,296 Other Operating Costs and Expenses Corporate expense (94,514 ) (59,570 ) (38,297 ) Rental expense (31,787 ) (13,478 ) (14,841 ) Stock-based compensation expense (15,752 ) (7,133 ) — Depreciation and amortization (202,557 ) (110,771 ) (95,296 ) Loss on disposal of assets (1,122 ) (2,624 ) (1,441 ) Pre-opening expense (189,280 ) (37,673 ) (3,732 ) Development expense (9,728 ) (26,112 ) (22,238 )

Operating income 330,010 574,097 489,451 Other Non-Operating Costs and Expenses Interest income 72,464 66,191 33,111 Interest expense, net of amounts capitalized (244,808 ) (135,853 ) (96,292 ) Other expense (8,682 ) (189 ) (1,334 ) Loss on early retirement of debt (10,705 ) — (137,000 )

Income before income taxes 138,279 504,246 287,936 Provision for income taxes (21,591 ) (62,243 ) (4,250 )

Net income $ 116,688 $ 442,003 $ 283,686

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

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Note 16 — Condensed Consolidating Financial Information

LVSC is the obligor of the 6.375% Senior Notes due 2015 issued by LVSC on February 10, 2005. LVSLLC, VCR, Mall Intermediate Holding Company, LLC, Venetian Venture Development, Venetian Transport, LLC, Venetian Marketing, Inc., Interface, Palazzo Condo Tower, LLC, Sands Pennsylvania, Inc., Lido Intermediate Holding Company, LLC, Lido Casino Resort Holding Company, LLC, Phase II Mall Holding, LLC, Phase II Mall Subsidiary, LLC and Lido Casino Resort, LLC, which was merged into VCR in March 2007 (collectively, the “Guarantor Subsidiaries”), have jointly and severally guaranteed the 6.375% Senior Notes on a full and unconditional basis. In conjunction with entering into the New Senior Secured Credit Facility, LVSC, the Guarantor Subsidiaries and the trustee entered into a supplemental indenture related to the Senior Notes, whereby the following subsidiaries were included as guarantors: Interface, Palazzo Condo Tower, LLC, Sands Pennsylvania, Inc., Phase II Mall Holding, LLC, and Phase II Mall Subsidiary, LLC. As a result of the change in Guarantor

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Capital Expenditures Las Vegas Sands Corp. and Other $ 129,908 $ 49,506 $ 529 Las Vegas:

The Venetian 152,207 109,119 138,015 The Palazzo 1,184,781 530,455 333,835

Macao: Sands Macao 120,919 98,498 39,486 The Venetian Macao 970,990 954,534 347,322 The Four Seasons Macao 279,157 69,263 982 Other Asia 34,834 43 193 Other Development Projects 556,327 100,716 259

Singapore 364,580 13,157 —

Total capital expenditures $ 3,793,703 $ 1,925,291 $ 860,621


Total Assets Las Vegas Sands Corp. and Other $ 380,646 $ 209,701 Las Vegas:

The Venetian 1,771,764 1,991,566 The Palazzo 2,434,186 1,179,157

Macao: Sands Macao 550,479 537,990 The Venetian Macao 3,158,091 2,068,225 The Four Seasons Macao 391,506 70,246 Other Asia 85,817 1,300 Other Development Projects 777,740 169,205

Singapore 1,916,288 899,068

Total consolidated assets $ 11,466,517 $ 7,126,458

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Subsidiaries and non-guarantor subsidiaries, the Company has reclassified prior periods to conform to the current presentation as these are all entities under common control.

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

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CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2007

107

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

Cash and cash equivalents $ 73,489 $ 130,625 $ 653,036 $ — $ 857,150 Restricted cash — 5,118 227,826 — 232,944 Intercompany receivables 195,675 155,768 — (351,443 ) — Accounts receivable, net 1,995 113,638 71,562 — 187,195 Intercompany notes receivable 73,562 55,992 — (129,554 ) — Inventories 132 10,086 9,684 — 19,902 Deferred income taxes 1,368 30,994 109 — 32,471 Prepaid expenses and other 19,960 15,792 14,004 (332 ) 49,424

Total current assets 366,181 518,013 976,221 (481,329 ) 1,379,086 Property and equipment, net 160,524 3,775,263 4,638,827 — 8,574,614 Investment in subsidiaries 2,105,436 1,485,317 — (3,590,753 ) — Deferred financing costs, net 1,556 58,584 47,198 — 107,338 Restricted cash — — 178,824 — 178,824 Deferred income taxes — — 1,343 (1,343 ) — Leasehold interest in land, net — — 1,069,609 — 1,069,609 Other assets, net 116 26,885 130,045 — 157,046

Total assets $ 2,633,813 $ 5,864,062 $ 7,042,067 $ (4,073,425 ) $ 11,466,517

Accounts payable $ 4,881 $ 49,020 $ 45,121 $ — $ 99,022 Construction payables — 169,089 548,452 — 717,541 Intercompany payables — 125,693 225,750 (351,443 ) — Accrued interest payable 6,350 3,320 1,795 — 11,465 Other accrued liabilities 8,141 191,103 411,668 — 610,912 Intercompany notes payable — — 129,554 (129,554 ) — Income taxes payable — — 332 (332 ) — Current maturities of long-term debt 3,688 36,141 14,504 — 54,333

Total current liabilities 23,060 574,366 1,377,176 (481,329 ) 1,493,273 Other long-term liabilities 15,532 171,860 6,028 — 193,420 Deferred income taxes 770 2,126 — (1,343 ) 1,553 Long-term debt 334,177 3,010,274 4,173,546 — 7,517,997

Total liabilities 373,539 3,758,626 5,556,750 (482,672 ) 9,206,243

Stockholders’ equity 2,260,274 2,105,436 1,485,317 (3,590,753 ) 2,260,274

Total stockholders’ equity and liabilities $ 2,633,813 $ 5,864,062 $ 7,042,067 $ (4,073,425 ) $ 11,466,517

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CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2006

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Cash and cash equivalents $ 69,100 $ 96,219 $ 302,747 $ — $ 468,066 Restricted cash 50,076 95,139 253,547 — 398,762 Intercompany receivables 170,844 49,509 — (220,353 ) — Accounts receivable, net 137 121,375 52,171 — 173,683 Intercompany notes receivable 73,154 52,736 — (125,890 ) — Inventories — 10,273 2,018 — 12,291 Deferred income taxes 1,583 14,064 41 — 15,688 Prepaid expenses and other 1,793 8,286 14,988 — 25,067

Total current assets 366,687 447,601 625,512 (346,243 ) 1,093,557 Property and equipment, net 85,758 2,437,074 2,059,493 — 4,582,325 Investment in subsidiaries 1,919,079 829,647 — (2,748,726 ) — Deferred financing costs, net 1,176 24,124 45,081 — 70,381 Restricted cash — 323,668 231,464 — 555,132 Deferred income taxes — 1,794 3,254 (5,048 ) — Leasehold interest in land, net — — 809,856 — 809,856 Other assets, net 78 12,538 2,591 — 15,207

Total assets $ 2,372,778 $ 4,076,446 $ 3,777,251 $ (3,100,017 ) $ 7,126,458

Accounts payable $ 884 $ 29,038 $ 21,116 $ — $ 51,038 Construction payables 674 75,155 253,546 — 329,375 Intercompany payables — 44,732 175,621 (220,353 ) — Accrued interest payable 5,977 1,442 1,077 — 8,496 Other accrued liabilities 13,231 149,390 156,280 — 318,901 Intercompany notes payable — — 125,890 (125,890 ) — Income taxes payable 20,352 — — — 20,352 Deferred income taxes — — — — — Current maturities of long-term debt — 6,486 — — 6,486

Total current liabilities 41,118 306,243 733,530 (346,243 ) 734,648 Other long-term liabilities 2,981 177,199 — — 180,180 Deferred income taxes 5,372 — — (5,048 ) 324 Long-term debt 248,153 1,673,925 2,214,074 — 4,136,152

Total liabilities 297,624 2,157,367 2,947,604 (351,291 ) 5,051,304

Stockholders’ equity 2,075,154 1,919,079 829,647 (2,748,726 ) 2,075,154

Total stockholders’ equity and liabilities $ 2,372,778 $ 4,076,446 $ 3,777,251 $ (3,100,017 ) $ 7,126,458

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CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the year ended December 31, 2007

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Revenues: Casino $ — $ 404,255 $ 1,846,166 $ — $ 2,250,421 Rooms — 362,404 74,953 — 437,357 Food and beverage — 144,745 94,043 (536 ) 238,252 Convention, retail and other 38,909 126,364 53,791 (40,672 ) 178,392

Total revenues 38,909 1,037,768 2,068,953 (41,208 ) 3,104,422 Less — promotional allowances (1,045 ) (75,187 ) (77,623 ) — (153,855 )

Net revenues 37,864 962,581 1,991,330 (41,208 ) 2,950,567

Operating expenses: Casino — 195,206 1,240,858 (402 ) 1,435,662 Rooms — 82,275 11,944 — 94,219 Food and beverage — 71,573 48,463 (1,763 ) 118,273 Convention, retail and other — 64,825 32,864 — 97,689 Provision for doubtful accounts — 25,126 1,243 — 26,369 General and administrative — 212,138 146,262 (39,043 ) 319,357 Corporate expense 91,548 366 2,600 — 94,514 Rental expense — 8,348 23,439 — 31,787 Pre-opening expense 2,282 23,510 163,488 — 189,280 Development expense 6,030 — 3,698 — 9,728 Depreciation and amortization 6,571 89,571 106,415 — 202,557 Loss on disposal of assets 505 53 564 — 1,122

106,936 772,991 1,781,838 (41,208 ) 2,620,557

Operating income (loss) (69,072 ) 189,590 209,492 — 330,010 Other income (expense):

Interest income 9,217 41,712 28,625 (7,090 ) 72,464 Interest expense, net of amounts

capitalized (18,837 ) (115,438 ) (117,623 ) 7,090 (244,808 ) Other expense (6 ) (1,009 ) (7,667 ) — (8,682 ) Loss on early retirement of debt — (10,705 ) — — (10,705 ) Income from equity investment in

subsidiaries 188,785 110,579 — (299,364 ) —

Income before income taxes 110,087 214,729 112,827 (299,364 ) 138,279 Benefit (provision) for income taxes 6,601 (25,944 ) (2,248 ) — (21,591 )

Net income $ 116,688 $ 188,785 $ 110,579 $ (299,364 ) $ 116,688

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Revenues: Casino $ — $ 411,771 $ 1,264,290 $ — $ 1,676,061

Rooms — 343,995 6,611 — 350,606 Food and beverage — 137,006 51,129 (316 ) 187,819 Convention, retail and other 33,408 123,257 3,549 (34,522 ) 125,692

Total revenues 33,408 1,016,029 1,325,579 (34,838 ) 2,340,178 Less — promotional allowances (625 ) (66,140 ) (36,554 ) — (103,319 )

Net revenues 32,783 949,889 1,289,025 (34,838 ) 2,236,859

Operating expenses: Casino — 187,431 737,839 (237 ) 925,033 Rooms — 85,420 231 — 85,651 Food and beverage — 66,121 24,106 (1,114 ) 89,113 Convention, retail and other — 62,300 2,015 — 64,315 Provision for doubtful accounts — 17,645 422 — 18,067 General and administrative — 195,508 68,334 (33,487 ) 230,355 Corporate expense 59,220 — 350 — 59,570 Rental expense — 12,669 809 — 13,478 Pre-opening expense — 1,369 36,304 — 37,673 Development expense 3,280 (35 ) 22,867 — 26,112 Depreciation and amortization 2,906 67,469 40,396 — 110,771 Loss on disposal of assets — 684 1,940 — 2,624

65,406 696,581 935,613 (34,838 ) 1,662,762



capitalized (16,921 ) (83,002 ) (43,953 ) 8,023 (135,853 ) Other income (expense) 2,422 (570 ) (2,041 ) — (189 ) Income from equity investment in

subsidiaries 470,823 337,978 — (808,801 ) —

Income before income taxes 436,158 540,741 336,148 (808,801 ) 504,246 Benefit (provision) for income taxes 5,845 (69,918 ) 1,830 — (62,243 )

Net income $ 442,003 $ 470,823 $ 337,978 $ (808,801 ) $ 442,003

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Revenues: Casino $ — $ 367,915 $ 882,175 $ — $ 1,250,090

Rooms — 318,830 4,730 — 323,560 Food and beverage — 116,402 31,108 — 147,510 Convention, retail and other 17,909 98,879 4,186 (17,909 ) 103,065

Total revenues 17,909 902,026 922,199 (17,909 ) 1,824,225 Less — promotional allowances (762 ) (56,951 ) (25,600 ) — (83,313 )

Net revenues 17,147 845,075 896,599 (17,909 ) 1,740,912

Operating expenses: Casino — 166,912 489,678 — 656,590 Rooms — 81,778 280 — 82,058 Food and beverage — 62,564 14,172 — 76,736 Convention, retail and other — 54,647 3,421 — 58,068 Provision for doubtful accounts — 9,101 257 — 9,358 General and administrative — 163,515 47,200 (17,909 ) 192,806 Corporate expense 38,200 — 97 — 38,297 Rental expense — 14,094 747 — 14,841 Pre-opening expense — 678 3,054 — 3,732 Development expense 646 217 21,375 — 22,238 Depreciation and amortization 2,037 67,689 25,570 — 95,296 Loss on disposal of assets — 1,104 337 — 1,441

40,883 622,299 606,188 (17,909 ) 1,251,461



capitalized (9,178 ) (82,369 ) (13,779 ) 9,034 (96,292 ) Other income (expense) — (1,335 ) 1 — (1,334 ) Loss on early retirement of debt — (132,834 ) (4,166 ) — (137,000 ) Income from equity investment in

subsidiaries 298,967 283,211 — (582,178 ) —

Income before income taxes 278,418 310,136 281,560 (582,178 ) 287,936 Benefit (provision) for income taxes 5,268 (11,169 ) 1,651 — (4,250 )

Net income $ 283,686 $ 298,967 $ 283,211 $ (582,178 ) $ 283,686

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CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS


112


Net cash provided by (used in) operating activities $ (135,852 ) $ 211,815 $ 289,494 $ — $ 365,457

Cash flows from investing activities: Change in restricted cash 50,076 413,689 92,511 — 556,276 Capital expenditures (88,016 ) (1,327,335 ) (2,378,352 ) — (3,793,703 ) Acquisition of gaming license included in other assets — — (50,000 ) — (50,000 ) Repayment of receivable from Guarantor Subsidiaries 73,715 — — (73,715 ) — Repayment of receivable from Non-Guarantor Subsidiaries 125,464 58,521 — (183,985 ) — Intercompany receivable to Guarantor Subsidiaries (114,902 ) — — 114,902 — Intercompany receivable to Non-Guarantor Subsidiaries (32,338 ) (126,513 ) — 158,851 — Capital contributions to subsidiaries — (548,088 ) — 548,088 —

Net cash provided by (used in) investing activities 13,999 (1,529,726 ) (2,335,841 ) 564,141 (3,287,427 )

Cash flows from financing activities: Proceeds from exercise of stock options 30,221 — — — 30,221 Excess tax benefits from stock-based compensation 7,112 — — — 7,112 Capital contributions received — — 548,088 (548,088 ) — Borrowings from Las Vegas Sands Corp. — 114,902 32,338 (147,240 ) — Borrowings from Guarantor Subsidiaries — — 126,513 (126,513 ) — Repayment on borrowings from Guarantor Subsidiaries — — (58,521 ) 58,521 — Repayment on borrowings from Las Vegas Sands Corp. — (73,715 ) (125,464 ) 199,179 — Proceeds from Macao credit facility — — 1,551,000 — 1,551,000 Proceeds from Singapore bridge facility — — 339,788 — 339,788 Proceeds from airplane financing 92,250 — — — 92,250 Proceeds from new senior secured credit facility-term B — 3,000,000 — — 3,000,000 Proceeds from senior secured credit facility-revolver — 62,000 — — 62,000 Proceeds from construction loan for The Shoppes at The Palazzo — 52,000 — — 52,000 Proceeds from FF&E financings and other long-term debt — 23,834 14,204 — 38,038 Repayments on new senior secured credit facility-term B — (15,000 ) — — (15,000 ) Repayment on senior secured credit facility-term B and term B delayed — (1,170,000 ) — — (1,170,000 ) Repayment on senior secured credit facility-revolver — (322,128 ) — — (322,128 ) Repayments on airplane financing (2,766 ) — — — (2,766 ) Repayments on FF&E financings and other long-term debt — (7,334 ) (1,205 ) — (8,539 ) Repayments on construction loan for The Shoppes at The Palazzo — (166,500 ) — — (166,500 ) Repayments on The Sands Expo Center mortgage loan — (90,868 ) — — (90,868 ) Payments of deferred financing costs (575 ) (54,874 ) (18,294 ) — (73,743 )

Net cash provided by financing activities 126,242 1,352,317 2,408,447 (564,141 ) 3,322,865

Effect of exchange rate on cash — — (11,811 ) — (11,811 )

Increase in cash and cash equivalents 4,389 34,406 350,289 — 389,084 Cash and cash equivalents at beginning of year 69,100 96,219 302,747 — 468,066

Cash and cash equivalents at end of year $ 73,489 $ 130,625 $ 653,036 $ — $ 857,150

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113


Net cash provided by (used in) operating activities $ (28,167 ) $ 198,931 $ (367,484 ) $ — $ (196,720 )

Cash flows from investing activities: Change in restricted cash (24 ) 174,001 (484,542 ) — (310,565 ) Capital expenditures (49,519 ) (643,338 ) (1,232,434 ) — (1,925,291 ) Notes receivable to Non-Guarantor Subsidiaries (115,000 ) (75,000 ) — 190,000 — Repayment of notes receivable from Non-Guarantor Subsidiaries 165,000 25,000 — (190,000 ) — Intercompany receivable to Las Vegas Sands Corp. — 20,000 — (20,000 ) — Repayment of receivable from Las Vegas Sands Corp. — (20,000 ) — 20,000 — Intercompany receivable to Non-Guarantor Subsidiaries (104,464 ) (18,408 ) — 122,872 — Capital contributions to subsidiaries (9,549 ) (6,989 ) — 16,538 —

Net cash used in investing activities (113,556 ) (544,734 ) (1,716,976 ) 139,410 (2,235,856 )

Cash flows from financing activities: Proceeds from exercise of stock options 7,226 — — — 7,226 Excess tax benefits from stock-based compensation 1,401 — — — 1,401 Capital contributions received — 9,549 6,989 (16,538 ) — Borrowings from Las Vegas Sands Corp. — — 219,464 (219,464 ) — Borrowings from Guarantor Subsidiaries 20,000 — 93,408 (113,408 ) — Repayment on borrowings from Guarantor Subsidiaries (20,000 ) — (25,000 ) 45,000 — Repayment on borrowings from Las Vegas Sands Corp. — — (165,000 ) 165,000 — Proceeds from Macao credit facility — — 1,350,000 — 1,350,000 Proceeds from Singapore bridge facility — — 892,076 — 892,076 Proceeds from senior secured credit facility-revolver — 254,129 — — 254,129 Proceeds from construction loan for The Shoppes at The Palazzo — 86,000 — — 86,000 Proceeds from FF&E financings and other long-term debt — 37,715 75 — 37,790 Repayments on Venetian Intermediate credit facility — — (50,000 ) — (50,000 ) Repayments on Macao credit facility — — (50,000 ) — (50,000 ) Repayment on senior secured credit facility-revolver — (25,000 ) — — (25,000 ) Repayments on FF&E financings and other long-term debt — (2,999 ) (14 ) — (3,013 ) Repayments on The Sands Expo Center mortgage loan — (4,733 ) — — (4,733 ) Payments of deferred financing costs — (2,283 ) (50,611 ) — (52,894 )

Net cash provided by financing activities 8,627 352,378 2,221,387 (139,410 ) 2,442,982

Effect of exchange rate on cash — — 814 — 814

Increase (decrease) in cash and cash equivalents (133,096 ) 6,575 137,741 — 11,220 Cash and cash equivalents at beginning of year 202,196 89,644 165,006 — 456,846


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114


Net cash provided by (used in) operating activities $ (4,102 ) $ 186,823 $ 407,195 $ — $ 589,916

Cash flows from investing activities: Change in restricted cash (50,052 ) (215,338 ) 4 — (265,386 ) Capital expenditures (1,217 ) (432,152 ) (427,252 ) — (860,621 ) Capital contributions to subsidiaries (564,260 ) (49,220 ) — 613,480 — Note receivable to Non-Guarantor Subsidiaries (121,784 ) — — 121,784 — Intercompany payment for airplane transfer (40,000 ) 40,000 — — —

Net cash used in investing activities (777,313 ) (656,710 ) (427,248 ) 735,264 (1,126,007 )

Cash flows from financing activities: Transaction costs, initial public offering (487 ) — — — (487 ) Dividends paid to shareholders — (21,052 ) — — (21,052 ) Proceeds from exercise of stock options 313 — — — 313 Capital contributions received — 564,260 49,220 (613,480 ) — Borrowings from Las Vegas Sands Corp. — — 121,784 (121,784 ) — Repayments on 11% mortgage notes — (843,640 ) — — (843,640 ) Proceeds from 6.375% senior note, net of discount 247,722 — — — 247,722 Proceeds from senior secured credit facility-term B — 305,000 — — 305,000 Proceeds from senior secured credit facility-term B delayed — 200,000 — — 200,000 Proceeds from construction loan for The Shoppes at The

Palazzo — 28,500 — — 28,500 Repayments on Venetian Macao senior secured notes-

tranches A and B — — (120,000 ) — (120,000 ) Proceeds from senior secured credit facility-revolver — 31,000 — — 31,000 Repayments on FF&E financings — (1,800 ) — — (1,800 ) Repayments on The Sands Expo Center mortgage loan — (3,687 ) — — (3,687 ) Repurchase premiums incurred in connection with refinancing

transactions — (113,311 ) — — (113,311 ) Payments of deferred financing costs (1,438 ) (9,838 ) — — (11,276 ) Net change in intercompany accounts (7,426 ) 35,895 (28,469 ) — —

Net cash provided by (used in) financing activities 238,684 171,327 22,535 (735,264 ) (302,718 )

Effect of exchange rate on cash — — 757 — 757

Increase (decrease) in cash and cash equivalents (542,731 ) (298,560 ) 3,239 — (838,052 ) Cash and cash equivalents at beginning of year 744,927 388,204 161,767 — 1,294,898


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Note 17 — Selected Quarterly Financial Results (Unaudited)

Because earnings per share amounts are calculated using the weighted average number of common and dilutive common equivalent shares outstanding during each quarter, the sum of the per share amounts for the four quarters may not equal the total earnings per share amounts for the respective year.

115

Quarter First Second Third (1) Fourth (2) Total (In thousands, except per share data)

2007 Net revenues $ 628,218 $ 612,926 $ 660,950 $ 1,048,473 $ 2,950,567 Operating income (loss) 131,006 86,233 (20,794 ) 133,565 330,010 Net income (loss) 90,914 34,398 (48,507 ) 39,883 116,688 Basic earnings (loss) per share 0.26 0.10 (0.14 ) 0.11 0.33 Diluted earnings (loss) per share 0.26 0.10 (0.14 ) 0.11 0.33 2006 Net revenues $ 530,364 $ 517,007 $ 553,228 $ 636,260 $ 2,236,859 Operating income 148,880 125,415 133,478 166,324 574,097 Net income 121,783 109,329 97,251 113,640 442,003 Basic earnings per share 0.34 0.31 0.27 0.32 1.25 Diluted earnings per share 0.34 0.31 0.27 0.32 1.24

(1) The Venetian Macao opened on August 28, 2007.

(2) The Palazzo partially opened on December 30, 2007.

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SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

LAS VEGAS SANDS CORP. AND SUBSIDIARIES For the Years Ended December 31, 2007, 2006 and 2005

116

Provision Balance at for Write -offs, Balance Beginning Doubtful net of at End Description Of Year Accounts Recoveries of Year

(In thousands)

Allowance for doubtful accounts: 2005 $ 20,309 9,358 (187 ) $ 29,480

2006 $ 29,480 18,067 (12,071 ) $ 35,476

2007 $ 35,476 26,369 (28,729 ) $ 33,116

Balance at Balance Beginning at End Description of Year Additions Deductions of Year

Deferred income tax asset valuation allowance: 2005 $ 6,175 11,211 — $ 17,386

2006 $ 17,386 6,196 — $ 23,582

2007 $ 23,582 22,761 — $ 46,343

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ITEM 9. — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A. — CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

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

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the fourth quarter covered by this Annual Report on Form 10-K that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting, other than in connection with the opening of The Palazzo in December 2007, we implemented controls and procedures at The Palazzo similar to those in effect at our other facilities.

Management’s Annual Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that the Company’s receipts and expenditures are being made only in accordance with authorizations of its management and directors; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2007. In making this assessment, the Company’s management used the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control — Integrated Framework.”

Based on this assessment, management concluded that, as of December 31, 2007, the Company’s internal control over financial reporting is effective based on this framework.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2007, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

ITEM 9B. — OTHER INFORMATION

On February 25, 2008, the Company paid supplemental bonuses to certain of its officers in the following amounts: William P. Weidner, $450,000; Bradley H. Stone, $350,000; Robert G. Goldstein, $295,000; Robert P. Rozek, $50,000; and Scott D. Henry, $155,000. These payments were made in recognition of the significant contributions made by these individuals to the Company during 2007, including in connection with the openings of The Venetian Macao and The Palazzo, and the continuing progress of the Company’s other projects, including Marina Bay Sands and Sands Bethworks.

PART III

ITEM 10. — DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

We incorporate by reference the information responsive to this Item appearing in our definitive Proxy Statement for our 2008 Annual Meeting of Stockholders, which we expect to file with the Securities and Exchange Commission on or about April 29, 2008 (the “Proxy Statement”), including under the captions “Board of Directors,” “Executive Officers,” “Section 16(a) Beneficial Ownership Reporting Compliance” and “Information Regarding the Board of Directors and Its Committees.”

We have adopted a Code of Business Conduct and Ethics which is posted on our website at www.lasvegassands.com , along with any amendments or waivers to the Code. Copies of the Code of Business Conduct and Ethics are available without charge by sending a written request to the Corporate Secretary at the following address: Las Vegas Sands Corp., 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109.

ITEM 11. — EXECUTIVE COMPENSATION

We incorporate by reference the information responsive to this Item appearing in the Proxy Statement, including under the captions “Executive Compensation and Other Information,” “Director Compensation,” “Information Regarding the Board of Directors and Its Committees” and “Compensation Committee Report” (which report is deemed to be furnished and is not deemed to be filed in any Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934).

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ITEM 12. — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

We incorporate by reference the information responsive to this Item appearing in the Proxy Statement, including under the captions “Equity Compensation Plan Information” and “Principal Stockholders.”

ITEM 13. — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

We incorporate by reference the information responsive to this Item appearing in the Proxy Statement, including under the captions “Board of Directors,” “Information Regarding the Board of Directors and its Committees” and “Certain Transactions.”

ITEM 14. — PRINCIPAL ACCOUNTANT FEES AND SERVICES

We incorporate by reference the information responsive to this Item appearing in the Proxy Statement, under the caption “Fees paid to Independent Registered Public Accounting Firm.”

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PART IV

ITEM 15. — EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of the Annual Report on Form 10-K.

(1) List of Financial Statements

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Stockholders’ Equity and Comprehensive Income

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

(2) List of Financial Statement Schedule

Schedule II — Valuation and Qualifying Accounts

(3) List of Exhibits

120

Exhibit No. Description of Document

3 .1

Certificate of Amended and Restated Articles of Incorporation of Las Vegas Sands Corp. (incorporated by reference from Exhibit 3.1 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated November 22, 2004).

3 .2

Amended and Restated By-laws of Las Vegas Sands Corp. (incorporated by reference from Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 and filed on November 9, 2007).

4 .1

Form of Specimen Common Stock Certificate of Las Vegas Sands Corp. (incorporated by reference from Exhibit 4.1 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated November 22, 2004).

4 .2

Indenture, dated as of February 10, 2005, by and between Las Vegas Sands Corp., as issuer, and U.S. Bank National Association, as trustee (the “6.375% Notes Indenture) (incorporated by reference from Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on February 15, 2005).

4 .3

Supplemental Indenture to the 6.375% Notes Indenture, dated as of February 22, 2005, by and among Las Vegas Sands, Inc. (n/k/a Las Vegas Sands, LLC), Venetian Casino Resort, LLC, Mall Intermediate Holding Company, LLC, Lido Intermediate Holding Company, LLC, Lido Casino Resort, LLC, (which was merged into Venetian Casino Resort, LLC in March 2007), Venetian Venture Development, LLC, Venetian Operating Company, LLC (which was merged into Venetian Casino Resort, LLC in March 2006), Venetian Marketing, Inc. and Venetian Transport, LLC, as guarantors, Las Vegas Sands Corp., as issuer and U.S. Bank National Association, as trustee) (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 23, 2005).

4 .4

Second Supplemental Indenture to the 6.375% Notes Indenture, dated as of May 23, 2007, by and among Interface Group Nevada, Inc., Lido Casino Resort Holding Company, LLC, Phase II Mall Holding, LLC, Phase II Mall Subsidiary, LLC, Sands Pennsylvania, Inc. and Palazzo Condo Tower, as guaranteeing subsidiaries, the guarantors party to the first supplemental indenture, Las Vegas Sands Corp., as issuer, and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007).

10 .1

Credit and Guarantee Agreement, dated as of May 23, 2007, by and among Las Vegas Sands, LLC, the affiliates of Las Vegas Sands, LLC named therein as guarantors, the lenders party hereto from time to time, The Bank of Nova Scotia, as administrative agent for the Lenders and as collateral agent, Goldman Sachs Credit Partners L.P., Lehman Brothers Inc. and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners and as syndication agents, and JPMorgan Chase Bank, as documentation agent (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007).

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10 .2

Security Agreement, dated as of May 23, 2007, between each of the parties named as a grantor therein and The Bank of Nova Scotia, as collateral agent for the secured parties, as defined therein (incorporated by reference from Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007).

10 .3

Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing made by Phase II Mall Subsidiary, LLC, as trustor, as of May 23, 2007 in favor of First American Title Insurance Company, as trustee, for the benefit of The Bank of Nova Scotia, in its capacity as collateral agent, as beneficiary (incorporated by reference from Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007).

10 .4

Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing made by Las Vegas Sands, LLC, as trustor, as of May 23, 2007 in favor of First American Title Insurance Company, as trustee, for the benefit of The Bank of Nova Scotia, in its capacity as collateral agent, as beneficiary (incorporated by reference from Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007).

10 .5

Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing made by Venetian Casino Resort, LLC, as trustor, as of May 23, 2007 in favor of First American Title Insurance Company, as trustee, for the benefit of The Bank of Nova Scotia, in its capacity as collateral agent, as beneficiary (incorporated by reference from Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007).

10 .6

Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing made by Venetian Casino Resort, LLC and Las Vegas Sands, LLC, jointly and severally as trustors, as of May 23, 2007 in favor of First American Title Insurance Company, as trustee, for the benefit of The Bank of Nova Scotia, in its capacity as collateral agent, as beneficiary (incorporated by reference from Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007).

10 .7

Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing made by Interface Group-Nevada, Inc., as trustor, as of May 23, 2007 in favor of First American Title Insurance Company, as trustee, for the benefit of The Bank of Nova Scotia, in its capacity as collateral agent, as beneficiary (incorporated by reference from Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007).

10 .8

Amended and Restated FF&E Credit and Guarantee Agreement, dated as of August 21, 2007, by and among Las Vegas Sands, LLC, as the borrower, certain affiliates of the borrower as guarantors, the lenders party thereto from time to time, General Electric Capital Corporation, as administrative agent for the lenders and as collateral agent and GE Capital Markets, Inc., as lead arranger and book runner (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 and filed on November 9, 2007).

10 .9

Amended and Restated Security Agreement, dated as of August 21, 2007, between each of the grantors party thereto and General Electric Capital Corporation, as collateral agent for the secured parties (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 and filed on November 9, 2007).

10 .10

Indemnity Agreement, dated as of August 25, 2000, by and among Las Vegas Sands, Inc., Venetian Casino Resort, LLC, Grand Canal Shops Mall Subsidiary, LLC, Grand Canal Shops Mall Construction, LLC, Grand Canal Shops Mall, LLC, Interface Group Holding Company, and American Insurance Companies (of which American Home Assurance Company is a member company) (incorporated by reference from Exhibit 10.8 to Las Vegas Sands, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 and filed on August 14, 2002).

10 .11

Energy Services Agreement, dated as of November 14, 1997, by and between Atlantic Pacific Las Vegas, LLC and Venetian Casino Resort, LLC (incorporated by reference from Exhibit 10.3 to Amendment No. 2 to Las Vegas Sands, Inc.’s Registration Statement on Form S-4 (File dated March 27, 1998).

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10 .12

Energy Services Agreement Amendment No. 1, dated as of July 1, 1999, by and between Atlantic Pacific Las Vegas, LLC and Venetian Casino Resort, LLC (incorporated by reference from Exhibit 10.8 to Las Vegas Sands, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1999 and filed on March 30, 2000).

10 .13

Energy Services Agreement Amendment No. 2, dated as of July 1, 2006, by and between Atlantic Pacific Las Vegas, LLC and Venetian Casino Resort, LLC (incorporated by reference from Exhibit 10.77 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 and filed on February 28, 2007).

10 .14

Energy Services Agreement, dated as of November 14, 1997, by and between Atlantic-Pacific Las Vegas, LLC and Interface Group-Nevada, Inc. (incorporated by reference from Exhibit 10.8 to Amendment No. 1 of the Company’s Registration Statement on Form S-1 (Reg. No. 333-118827) dated October 25, 2004).

10 .15

Energy Services Agreement Amendment No. 1, dated as of July 1, 1999, by and between Atlantic-Pacific Las Vegas, LLC and Interface Group-Nevada, Inc. (incorporated by reference from Exhibit 10.9 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated October 25, 2004).

10 .16

Amended and Restated Services Agreement, dated as of November 14, 1997, by and among Las Vegas Sands, Inc., Venetian Casino Resort, LLC, Interface Group Holding Company, Inc., Interface Group-Nevada, Inc., Lido Casino Resort MM, Inc., Grand Canal Shops Mall MM Subsidiary, Inc. and certain subsidiaries of Venetian Casino Resort, LLC named therein (incorporated by reference from Exhibit 10.15 to Amendment No. 1 to Las Vegas Sands, Inc.’s Registration Statement on Form S-4 (File No. 333-42147) dated February 12, 1998).

10 .17

Assignment and Assumption Agreement, dated as of November 8, 2004, by and among Las Vegas Sands, Inc., Venetian Casino Resort, LLC, Interface Group Holding Company, Inc., Interface Group-Nevada, Inc., Interface Operations LLC, Lido Casino Resort MM, Inc., Grand Canal Shops Mall MM Subsidiary, Inc. and certain subsidiaries of Venetian Casino Resort, LLC named therein (incorporated by reference from Exhibit 10.52 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated November 22, 2004).

10 .18

Construction Agency Agreement, dated as of November 14, 1997, by and between Venetian Casino Resort, LLC and Atlantic Pacific Las Vegas, LLC (incorporated by reference from Exhibit 10.21 to Amendment No. 2 to Las Vegas Sands, Inc.’s Registration Statement on Form S-4 (File dated March 27, 1998).

10 .19

Sands Resort Hotel and Casino Agreement, dated as of February 18, 1997, by and between Clark County and Las Vegas Sands, Inc. (incorporated by reference from Exhibit 10.27 to Amendment No. 1 to Las Vegas Sands, Inc.’s Registration Statement on Form S-4 (File No. 333-42147) dated February 12, 1998).

10 .20

Addendum to Sands Resort Hotel & Casino Agreement, dated as of September 16, 1997, by and between Clark County and Las Vegas Sands, Inc. (incorporated by reference from Exhibit 10.20 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated October 22, 2004).

10 .21

Improvement Phasing Agreement by and between Clark County and Lido Casino Resort, LLC (incorporated by reference from Exhibit 10.21 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated October 22, 2004).

10 .22

Amended and Restated Las Vegas Sands, Inc. 1997 Fixed Stock Option Plan (the “1997 Stock Option Plan”) (incorporated by reference from Exhibit 10.10 to Las Vegas Sands, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 and filed on August 14, 2002).

10 .23

First Amendment to the 1997 Stock Option Plan, dated June 4, 2002 (incorporated by reference from Exhibit 10.11 to Las Vegas Sands, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 and filed on August 14, 2002).

10 .24

Assumption Agreement, dated as of January 2, 2002, by Sheldon G. Adelson with respect to the 1997 Stock Option Plan (incorporated by reference from Exhibit 10.5 to Las Vegas Sands, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 and filed on May 8, 2002).

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10 .25

Assumption Agreement, dated as of July 15, 2004, by Las Vegas Sands, Inc. with respect to the 1997 Stock Option Plan (incorporated by reference from Exhibit 10.25 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-118827) dated September 3, 2004).

10 .26

Assignment and Assumption Agreement, dated as of December 20, 2004, by and among Las Vegas Sands, Inc., Las Vegas Sands Corp. and Sheldon G. Adelson (incorporated by reference from Exhibit 10.27 to the Company’s Current Report on Form 8-K filed on April 4, 2005).

10 .27

Employment Agreement, dated as of November 18, 2004, by and among Las Vegas Sands Corp., Las Vegas Sands, Inc. and William P. Weidner (incorporated by reference from Exhibit 10.27 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated November 22, 2004).

10 .28

Employment Agreement, dated as of November 18, 2004, by and among Las Vegas Sands Corp., Las Vegas Sands, Inc. and Bradley H. Stone (incorporated by reference from Exhibit 10.30 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated November 22, 2004).

10 .29

Employment Agreement, dated as of November 18, 2004, by and among Las Vegas Sands Corp., Las Vegas Sands, Inc. and Robert G. Goldstein (incorporated by reference from Exhibit 10.33 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated November 22, 2004).

10 .30

Employment Agreement, dated as of November 18, 2004, by and among Las Vegas Sands Corp., Las Vegas Sands, Inc. and Sheldon G. Adelson (incorporated by reference from Exhibit 10.36 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated November 22, 2004).

10 .31

Employment Agreement, dated as of June 1, 2006, among Las Vegas Sands Corp., Las Vegas Sands, LLC and Robert Rozek (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 and filed on August 9, 2006).

10 .32

Concession Contract for Operating Casino Games of Chance or Games of Other Forms in the Macao Special Administrative Region, June 26, 2002, by and among the Macao Special Administrative Region and Galaxy Casino Company Limited (incorporated by reference from Exhibit 10.40 to Las Vegas Sands, Inc.’s Form 10-K for the year ended December 31, 2002 and filed on March 31, 2003).

10 .33

Land Concession Agreement, dated as of December 10, 2003, issued by the Macao Special Administrative Region to Venetian Macau Limited (incorporated by reference from Exhibit 10.39 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated October 25, 2004).

10 .34

Land Concession Agreement, dated as of February 23, 2007, issued by the Macau Special Administrative Region to Venetian Cotai Limited and Venetian Macau Limited (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 and filed on May 10, 2007).

10 .35†

Subconcession Contract for Operating Casino Games of Chance or Games of Other Forms in the Macao Special Administrative Region, dated December 19, 2002, between Galaxy Casino Company Limited, as concessionaire, and Venetian Macau S.A., as subconcessionaire (incorporated by reference from Exhibit 10.65 to the Company’s Amendment No. 5 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated December 10, 2004).

10 .36

Purchase and Sale Agreement, dated April 12, 2004, by and among Grand Canal Shops Mall Subsidiary, LLC, Grand Canal Shops Mall MM Subsidiary, Inc. and GGP Limited Partnership (incorporated by reference from Exhibit 10.1 to Las Vegas Sands, Inc.’s Current Report on Form 8-K filed on April 16, 2004).

10 .37

Agreement, made as of April 12, 2004, by and between Lido Casino Resort, LLC and GGP Limited Partnership (incorporated by reference from Exhibit 10.2 to Las Vegas Sands, Inc.’s Current Report on Form 8-K filed on April 16, 2004).

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10 .38

Assignment and Assumption of Agreement and First Amendment to Agreement, dated September 30, 2004, made by Lido Casino Resort, LLC, as assignor, to Phase II Mall Holding, LLC, as assignee, and to GGP Limited Partnership, as buyer (incorporated by reference from Exhibit 10.60 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated October 25, 2004).

10 .39

Registration Rights Agreement, dated as of December 20, 2004, by and among Las Vegas Sands Corp. and the stockholders named therein (incorporated by reference from Exhibit 10.39 to the Company’s Current Report on Form 8-K filed on April 4, 2005).

10 .40

Form of Notice of Restricted Stock Award under the Las Vegas Sands Corp. 2004 Equity Award Plan (incorporated by reference from Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 and filed on March 2, 2006).

10 .41

Las Vegas Sands Corp. 2004 Equity Award Plan (incorporated by reference from Exhibit 10.41 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 and filed on May 16, 2005).

10 .42

Las Vegas Sands Corp. Executive Cash Incentive Plan (incorporated by reference from Exhibit 10.42 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 and filed on May 16, 2005).

10 .43

Agreement, dated as of July 8, 2004, by and between Sheldon G. Adelson and Las Vegas Sands, Inc. (incorporated by reference from Exhibit 10.47 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-118827) dated September 3, 2004).

10 .44

Venetian Hotel Service Agreement, dated as of June 28, 2001, by and between Venetian Casino Resort, LLC and Interface Group-Nevada, Inc. d/b/a Sands Expo and Convention Center (incorporated by reference from Exhibit 10.49 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated November 22, 2004).

10 .45

First Amendment to Venetian Hotel Service Agreement, dated as of June 28, 2004, by and between Venetian Casino Resort, LLC and Interface Group-Nevada, Inc. d/b/a Sands Expo and Convention Center (incorporated by reference from Exhibit 10.50 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-118827) dated September 3, 2004).

10 .46

Tax Indemnification Agreement, dated as of December 17, 2004, by and among Las Vegas Sands Corp., Las Vegas Sands, Inc. and the stockholders named therein (incorporated by reference from Exhibit 10.56 to the Company’s Current Report on Form 8-K filed on April 4, 2005).

10 .47

Las Vegas Sands Corp. Deferred Compensation Plan (incorporated by reference from Exhibit 10.63 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated November 22, 2004).

10 .48

Form of Restricted Stock Award Agreements under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.70 to the Company’s Amendment No. 4 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated December 8, 2004).

10 .49

Form of Stock Option Agreements under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.71 to the Company’s Amendment No. 4 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated December 8, 2004).

10 .50

Amended Aircraft Interchange Agreement, dated as of May 23, 2007, by and between Interface Operations LLC and Las Vegas Sands Corp. (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007).

10 .51

Aircraft Time Share Agreement, dated as of May 23, 2007, by and between Interface Operations LLC and Las Vegas Sands Corp. (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007).

10 .52

Aircraft Time Sharing Agreement, dated as of January 1, 2005, by and between Interface Operations LLC and Las Vegas Sands, Inc. (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 and filed November 15, 2005).

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10 .53

Aircraft Time Sharing Agreement, dated as of June 18, 2004, by and between Interface Operations LLC and Las Vegas Sands, Inc. (incorporated by reference from Exhibit 10.48 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated October 25, 2004).

10 .54

Form of Notice of Grant of Stock Option under the Las Vegas Sands Corp. 2004 Equity Award Plan (incorporated by reference from Exhibit 10.65 to the Company’s Quarterly Report on Form 10-K for the year ended December 31, 2005 and filed on March 2, 2006).

10 .55

Credit Agreement, dated as of May 25, 2006, by and among VML US Finance LLC, Venetian Macau Limited, the financial institutions listed therein as lenders, The Bank of Nova Scotia, Banco Nacional Ultramarino, S.A., Sumitomo Mitsui Banking Corporation, Goldman Sachs Credit Partners L.P., Lehman Brothers Inc. and Citigroup Global Markets, Inc. (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 and filed on August 9, 2006).

10 .56

Disbursement Agreement, dated as of May 25, 2006, by and among VML US Finance LLC, Venetian Cotai Limited, Venetian Macau Limited and The Bank of Nova Scotia (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 and filed on August 9, 2006).

10 .57

First Amendment to Credit Agreement and Disbursement Agreement, dated as of March 5, 2007, among Venetian Macau Limited, VML US Finance LC, Venetian Cotai Limited and The Bank of Nova Scotia, as administrative agent and disbursement agent (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 and filed on May 10, 2007).

10 .58

First Amendment to Disbursement Agreement, dated as of March 5, 2007, among VML US Finance LLC, Venetian Cotai Limited, Venetian Macau Limited and The Bank of Nova Scotia, as disbursement agent and bank agent. (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 and filed on May 10, 2007).

10 .59*

Facility Agreement, dated as of December 28, 2007, among Marina Bay Sands Pte. Ltd., as borrower, Goldman Sachs Foreign Exchange (Singapore) Pte., DBS Bank Ltd., UOB Asia Limited, Oversea-Chinese Banking Corporation Limited, as coordinators, and DBS Bank Ltd., as technical bank, agent and security trustee.

10 .60*

Sponsor Support Agreement, dated as of December 28, 2007, among Las Vegas Sands Corp., as sponsor, Sands Mauritius Holdings and MBS Holdings Pte. Ltd., as holding company, Marina Bay Sands Pte. Ltd., as borrower and DBS Bank Ltd., as security trustee.

10 .61

Development Agreement, dated August 23, 2006, between the Singapore Tourism Board and Marina Bay Sands Pte. Ltd. (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 and filed on November 9, 2006).

10 .62

Third Amended and Restated Reciprocal Easement, Use and Operating Agreement, dated as of July 26, 2006, by and among Venetian Casino Resort, LLC, Lido Casino Resort, LLC, Phase II Mall Subsidiary, LLC, Grand Canal Shops II, LLC, and Interface Group-Nevada, Inc. (incorporated by reference from Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 and filed on November 9, 2006).

10 .63

Form of Restricted Stock Award Agreement (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 9, 2007).

10 .64

First Amendment, dated as of February 5, 2007, to the Las Vegas Sands Corp. 2004 Equity Award Plan (incorporated by reference from Exhibit 10.76 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 and filed on February 28, 2007).

10 .65

Facility Agreement, dated as of August 18, 2006, among Marina Bay Sands Pte. Ltd., as borrower, Goldman Sachs (Singapore) Pte., DBS Bank Ltd., UOB Asia Limited and Oversea — Chinese Banking Corporation Limited, as mandated lead arrangers, Goldman Sachs (Singapore) Pte. and DBS Bank Ltd., as coordinators, DBS Bank Ltd., as agent and security trustee, and the financial institutions listed therein as original lenders (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 and filed on November 9, 2006).

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10 .66

Purchase Agreement, dated as of August 18, 2006, among Marina Bay Sands Pte. Ltd., as issuer, the purchasers named therein, Las Vegas Sands Corp., as guarantor, and Goldman Sachs (Singapore) Pte. and DBS Bank Ltd., as lead managers (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 and filed on November 9, 2006).

21 .1* Subsidiaries of Las Vegas Sands Corp. 23 .1* Consent of PricewaterhouseCoopers LLP. 31 .1* Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31 .2* Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 .1*

Certification of Chief Executive Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32 .2*

Certification of Chief Financial Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Filed herewith.

† Confidential treatment has been requested and granted with respect to portions of this exhibit, and such confidential portions have been deleted and replaced with “**” and filed separately with the Securities and Exchange Commission pursuant to Rule 406 under the Securities Act of 1933.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned thereunto duly authorized.


February 28, 2008

Sheldon G. Adelson, Chairman of the Board and

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

127

/s/ SHELDON G. ADELSON

Signature Title Date

Sheldon G. Adelson

/s/ SHELDON G. ADELSON

Chairman of the Board, Chief Executive Officer and Director

February 28, 2008

Irwin Chafetz

/s/ IRWIN CHAFETZ

Director

February 28, 2008

Charles D. Forman

/s/ CHARLES D. FORMAN

Director

February 28, 2008

Andrew R. Heyer

/s/ ANDREW R. HEYER

Director

February 28, 2008

Michael A. Leven

/s/ MICHAEL A. LEVEN

Director

February 28, 2008

James L. Purcell

/s/ JAMES L. PURCELL

Director

February 28, 2008

Irwin A. Siegel

/s/ IRWIN A. SIEGEL

Director

February 28, 2008

William P. Weidner

/s/ WILLIAM P. WEIDNER

President, Chief Operating Officer and Director

February 28, 2008

Robert P. Rozek

/s/ ROBERT P. ROZEK

Senior Vice President and Chief Financial Officer

February 28, 2008

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Index to Exhibits

128


3 .1

Certificate of Amended and Restated Articles of Incorporation of Las Vegas Sands Corp. (incorporated by reference from Exhibit 3.1 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated November 22, 2004).

3 .2

Amended and Restated By-laws of Las Vegas Sands Corp. (incorporated by reference from Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 and filed on November 9, 2007).

4 .1

Form of Specimen Common Stock Certificate of Las Vegas Sands Corp. (incorporated by reference from Exhibit 4.1 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated November 22, 2004).

4 .2

Indenture, dated as of February 10, 2005, by and between Las Vegas Sands Corp., as issuer, and U.S. Bank National Association, as trustee (the “6.375% Notes Indenture) (incorporated by reference from Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on February 15, 2005).

4 .3

Supplemental Indenture to the 6.375% Notes Indenture, dated as of February 22, 2005, by and among Las Vegas Sands, Inc. (n/k/a Las Vegas Sands, LLC), Venetian Casino Resort, LLC, Mall Intermediate Holding Company, LLC, Lido Intermediate Holding Company, LLC, Lido Casino Resort, LLC, (which was merged into Venetian Casino Resort, LLC in March 2007), Venetian Venture Development, LLC, Venetian Operating Company, LLC (which was merged into Venetian Casino Resort, LLC in March 2006), Venetian Marketing, Inc. and Venetian Transport, LLC, as guarantors, Las Vegas Sands Corp., as issuer and U.S. Bank National Association, as trustee) (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 23, 2005).

4 .4

Second Supplemental Indenture to the 6.375% Notes Indenture, dated as of May 23, 2007, by and among Interface Group Nevada, Inc., Lido Casino Resort Holding Company, LLC, Phase II Mall Holding, LLC, Phase II Mall Subsidiary, LLC, Sands Pennsylvania, Inc. and Palazzo Condo Tower, as guaranteeing subsidiaries, the guarantors party to the first supplemental indenture, Las Vegas Sands Corp., as issuer, and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007).

10 .1

Credit and Guarantee Agreement, dated as of May 23, 2007, by and among Las Vegas Sands, LLC, the affiliates of Las Vegas Sands, LLC named therein as guarantors, the lenders party hereto from time to time, The Bank of Nova Scotia, as administrative agent for the Lenders and as collateral agent, Goldman Sachs Credit Partners L.P., Lehman Brothers Inc. and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners and as syndication agents, and JPMorgan Chase Bank, as documentation agent (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007).

10 .2

Security Agreement, dated as of May 23, 2007, between each of the parties named as a grantor therein and The Bank of Nova Scotia, as collateral agent for the secured parties, as defined therein (incorporated by reference from Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007).

10 .3

Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing made by Phase II Mall Subsidiary, LLC, as trustor, as of May 23, 2007 in favor of First American Title Insurance Company, as trustee, for the benefit of The Bank of Nova Scotia, in its capacity as collateral agent, as beneficiary (incorporated by reference from Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007).

10 .4

Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing made by Las Vegas Sands, LLC, as trustor, as of May 23, 2007 in favor of First American Title Insurance Company, as trustee, for the benefit of The Bank of Nova Scotia, in its capacity as collateral agent, as beneficiary (incorporated by reference from Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007).

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10 .5

Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing made by Venetian Casino Resort, LLC, as trustor, as of May 23, 2007 in favor of First American Title Insurance Company, as trustee, for the benefit of The Bank of Nova Scotia, in its capacity as collateral agent, as beneficiary (incorporated by reference from Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007).

10 .6

Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing made by Venetian Casino Resort, LLC and Las Vegas Sands, LLC, jointly and severally as trustors, as of May 23, 2007 in favor of First American Title Insurance Company, as trustee, for the benefit of The Bank of Nova Scotia, in its capacity as collateral agent, as beneficiary (incorporated by reference from Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007).

10 .7

Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing made by Interface Group-Nevada, Inc., as trustor, as of May 23, 2007 in favor of First American Title Insurance Company, as trustee, for the benefit of The Bank of Nova Scotia, in its capacity as collateral agent, as beneficiary (incorporated by reference from Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007).

10 .8

Amended and Restated FF&E Credit and Guarantee Agreement, dated as of August 21, 2007, by and among Las Vegas Sands, LLC, as the borrower, certain affiliates of the borrower as guarantors, the lenders party thereto from time to time, General Electric Capital Corporation, as administrative agent for the lenders and as collateral agent and GE Capital Markets, Inc., as lead arranger and book runner (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 and filed on November 9, 2007).

10 .9

Amended and Restated Security Agreement, dated as of August 21, 2007, between each of the grantors party thereto and General Electric Capital Corporation, as collateral agent for the secured parties (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 and filed on November 9, 2007).

10 .10

Indemnity Agreement, dated as of August 25, 2000, by and among Las Vegas Sands, Inc., Venetian Casino Resort, LLC, Grand Canal Shops Mall Subsidiary, LLC, Grand Canal Shops Mall Construction, LLC, Grand Canal Shops Mall, LLC, Interface Group Holding Company, and American Insurance Companies (of which American Home Assurance Company is a member company) (incorporated by reference from Exhibit 10.8 to Las Vegas Sands, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 and filed on August 14, 2002).

10 .11

Energy Services Agreement, dated as of November 14, 1997, by and between Atlantic Pacific Las Vegas, LLC and Venetian Casino Resort, LLC (incorporated by reference from Exhibit 10.3 to Amendment No. 2 to Las Vegas Sands, Inc.’s Registration Statement on Form S-4 (File dated March 27, 1998).

10 .12

Energy Services Agreement Amendment No. 1, dated as of July 1, 1999, by and between Atlantic Pacific Las Vegas, LLC and Venetian Casino Resort, LLC (incorporated by reference from Exhibit 10.8 to Las Vegas Sands, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1999 and filed on March 30, 2000).

10 .13

Energy Services Agreement Amendment No. 2, dated as of July 1, 2006, by and between Atlantic Pacific Las Vegas, LLC and Venetian Casino Resort, LLC (incorporated by reference from Exhibit 10.77 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 and filed on February 28, 2007).

10 .14

Energy Services Agreement, dated as of November 14, 1997, by and between Atlantic-Pacific Las Vegas, LLC and Interface Group-Nevada, Inc. (incorporated by reference from Exhibit 10.8 to Amendment No. 1 of the Company’s Registration Statement on Form S-1 (Reg. No. 333-118827) dated October 25, 2004).

10 .15

Energy Services Agreement Amendment No. 1, dated as of July 1, 1999, by and between Atlantic-Pacific Las Vegas, LLC and Interface Group-Nevada, Inc. (incorporated by reference from Exhibit 10.9 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated October 25, 2004).

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10 .16

Amended and Restated Services Agreement, dated as of November 14, 1997, by and among Las Vegas Sands, Inc., Venetian Casino Resort, LLC, Interface Group Holding Company, Inc., Interface Group-Nevada, Inc., Lido Casino Resort MM, Inc., Grand Canal Shops Mall MM Subsidiary, Inc. and certain subsidiaries of Venetian Casino Resort, LLC named therein (incorporated by reference from Exhibit 10.15 to Amendment No. 1 to Las Vegas Sands, Inc.’s Registration Statement on Form S-4 (File No. 333-42147) dated February 12, 1998).

10 .17

Assignment and Assumption Agreement, dated as of November 8, 2004, by and among Las Vegas Sands, Inc., Venetian Casino Resort, LLC, Interface Group Holding Company, Inc., Interface Group-Nevada, Inc., Interface Operations LLC, Lido Casino Resort MM, Inc., Grand Canal Shops Mall MM Subsidiary, Inc. and certain subsidiaries of Venetian Casino Resort, LLC named therein (incorporated by reference from Exhibit 10.52 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated November 22, 2004).

10 .18

Construction Agency Agreement, dated as of November 14, 1997, by and between Venetian Casino Resort, LLC and Atlantic Pacific Las Vegas, LLC (incorporated by reference from Exhibit 10.21 to Amendment No. 2 to Las Vegas Sands, Inc.’s Registration Statement on Form S-4 (File dated March 27, 1998).

10 .19

Sands Resort Hotel and Casino Agreement, dated as of February 18, 1997, by and between Clark County and Las Vegas Sands, Inc. (incorporated by reference from Exhibit 10.27 to Amendment No. 1 to Las Vegas Sands, Inc.’s Registration Statement on Form S-4 (File No. 333-42147) dated February 12, 1998).

10 .20

Addendum to Sands Resort Hotel & Casino Agreement, dated as of September 16, 1997, by and between Clark County and Las Vegas Sands, Inc. (incorporated by reference from Exhibit 10.20 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated October 22, 2004).

10 .21

Improvement Phasing Agreement by and between Clark County and Lido Casino Resort, LLC (incorporated by reference from Exhibit 10.21 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated October 22, 2004).

10 .22

Amended and Restated Las Vegas Sands, Inc. 1997 Fixed Stock Option Plan (the “1997 Stock Option Plan”) (incorporated by reference from Exhibit 10.10 to Las Vegas Sands, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 and filed on August 14, 2002).

10 .23

First Amendment to the 1997 Stock Option Plan, dated June 4, 2002 (incorporated by reference from Exhibit 10.11 to Las Vegas Sands, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 and filed on August 14, 2002).

10 .24

Assumption Agreement, dated as of January 2, 2002, by Sheldon G. Adelson with respect to the 1997 Stock Option Plan (incorporated by reference from Exhibit 10.5 to Las Vegas Sands, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 and filed on May 8, 2002).

10 .25

Assumption Agreement, dated as of July 15, 2004, by Las Vegas Sands, Inc. with respect to the 1997 Stock Option Plan (incorporated by reference from Exhibit 10.25 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-118827) dated September 3, 2004).

10 .26

Assignment and Assumption Agreement, dated as of December 20, 2004, by and among Las Vegas Sands, Inc., Las Vegas Sands Corp. and Sheldon G. Adelson (incorporated by reference from Exhibit 10.27 to the Company’s Current Report on Form 8-K filed on April 4, 2005).

10 .27

Employment Agreement, dated as of November 18, 2004, by and among Las Vegas Sands Corp., Las Vegas Sands, Inc. and William P. Weidner (incorporated by reference from Exhibit 10.27 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated November 22, 2004).

10 .28

Employment Agreement, dated as of November 18, 2004, by and among Las Vegas Sands Corp., Las Vegas Sands, Inc. and Bradley H. Stone (incorporated by reference from Exhibit 10.30 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated November 22, 2004).

10 .29

Employment Agreement, dated as of November 18, 2004, by and among Las Vegas Sands Corp., Las Vegas Sands, Inc. and Robert G. Goldstein (incorporated by reference from Exhibit 10.33 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated November 22, 2004).

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10 .30

Employment Agreement, dated as of November 18, 2004, by and among Las Vegas Sands Corp., Las Vegas Sands, Inc. and Sheldon G. Adelson (incorporated by reference from Exhibit 10.36 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated November 22, 2004).

10 .31

Employment Agreement, dated as of June 1, 2006, among Las Vegas Sands Corp., Las Vegas Sands, LLC and Robert Rozek (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 and filed on August 9, 2006).

10 .32

Concession Contract for Operating Casino Games of Chance or Games of Other Forms in the Macao Special Administrative Region, June 26, 2002, by and among the Macao Special Administrative Region and Galaxy Casino Company Limited (incorporated by reference from Exhibit 10.40 to Las Vegas Sands, Inc.’s Form 10-K for the year ended December 31, 2002 and filed on March 31, 2003).

10 .33

Land Concession Agreement, dated as of December 10, 2003, issued by the Macao Special Administrative Region to Venetian Macau Limited (incorporated by reference from Exhibit 10.39 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated October 25, 2004).

10 .34

Land Concession Agreement, dated as of February 23, 2007, issued by the Macau Special Administrative Region to Venetian Cotai Limited and Venetian Macau Limited (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 and filed on May 10, 2007).

10 .35†

Subconcession Contract for Operating Casino Games of Chance or Games of Other Forms in the Macao Special Administrative Region, dated December 19, 2002, between Galaxy Casino Company Limited, as concessionaire, and Venetian Macau S.A., as subconcessionaire (incorporated by reference from Exhibit 10.65 to the Company’s Amendment No. 5 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated December 10, 2004).

10 .36

Purchase and Sale Agreement, dated April 12, 2004, by and among Grand Canal Shops Mall Subsidiary, LLC, Grand Canal Shops Mall MM Subsidiary, Inc. and GGP Limited Partnership (incorporated by reference from Exhibit 10.1 to Las Vegas Sands, Inc.’s Form 8-K Current Report on filed on April 16, 2004).

10 .37

Agreement, made as of April 12, 2004, by and between Lido Casino Resort, LLC and GGP Limited Partnership (incorporated by reference from Exhibit 10.2 to Las Vegas Sands, Inc.’s Current Report on Form 8-K filed on April 16, 2004).

10 .38

Assignment and Assumption of Agreement and First Amendment to Agreement, dated September 30, 2004, made by Lido Casino Resort, LLC, as assignor, to Phase II Mall Holding, LLC, as assignee, and to GGP Limited Partnership, as buyer (incorporated by reference from Exhibit 10.60 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated October 25, 2004).

10 .39

Registration Rights Agreement, dated as of December 20, 2004, by and among Las Vegas Sands Corp. and the stockholders named therein (incorporated by reference from Exhibit 10.39 to the Company’s Current Report on Form 8-K filed on April 4, 2005).

10 .40

Form of Notice of Restricted Stock Award under the Las Vegas Sands Corp. 2004 Equity Award Plan (incorporated by reference from Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 and filed on March 2, 2006).

10 .41

Las Vegas Sands Corp. 2004 Equity Award Plan (incorporated by reference from Exhibit 10.41 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 and filed on May 16, 2005).

10 .42

Las Vegas Sands Corp. Executive Cash Incentive Plan (incorporated by reference from Exhibit 10.42 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 and filed on May 16, 2005).

10 .43

Agreement, dated as of July 8, 2004, by and between Sheldon G. Adelson and Las Vegas Sands, Inc. (incorporated by reference from Exhibit 10.47 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-118827) dated September 3, 2004).

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10 .44

Venetian Hotel Service Agreement, dated as of June 28, 2001, by and between Venetian Casino Resort, LLC and Interface Group-Nevada, Inc. d/b/a Sands Expo and Convention Center (incorporated by reference from Exhibit 10.49 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated November 22, 2004).

10 .45

First Amendment to Venetian Hotel Service Agreement, dated as of June 28, 2004, by and between Venetian Casino Resort, LLC and Interface Group-Nevada, Inc. d/b/a Sands Expo and Convention Center (incorporated by reference from Exhibit 10.50 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-118827) dated September 3, 2004).

10 .46

Tax Indemnification Agreement, dated as of December 17, 2004, by and among Las Vegas Sands Corp., Las Vegas Sands, Inc. and the stockholders named therein (incorporated by reference from Exhibit 10.56 to the Company’s Current Report on Form 8-K filed on April 4, 2005).

10 .47

Las Vegas Sands Corp. Deferred Compensation Plan (incorporated by reference from Exhibit 10.63 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated November 22, 2004).

10 .48

Form of Restricted Stock Award Agreements under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.70 to the Company’s Amendment No. 4 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated December 8, 2004).

10 .49

Form of Stock Option Agreements under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.71 to the Company’s Amendment No. 4 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated December 8, 2004).

10 .50

Amended Aircraft Interchange Agreement, dated as of May 23, 2007, by and between Interface Operations LLC and Las Vegas Sands Corp. (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007).

10 .51

Aircraft Time Share Agreement, dated as of May 23, 2007, by and between Interface Operations LLC and Las Vegas Sands Corp. (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007).

10 .52

Aircraft Time Sharing Agreement, dated as of January 1, 2005, by and between Interface Operations LLC and Las Vegas Sands, Inc. (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 and filed November 15, 2005).

10 .53

Aircraft Time Sharing Agreement, dated as of June 18, 2004, by and between Interface Operations LLC and Las Vegas Sands, Inc. (incorporated by reference from Exhibit 10.48 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated October 25, 2004).

10 .54

Form of Notice of Grant of Stock Option under the Las Vegas Sands Corp. 2004 Equity Award Plan (incorporated by reference from Exhibit 10.65 to the Company’s Quarterly Report on Form 10-K for the year ended December 31, 2005 and filed on March 2, 2006).

10 .55

Credit Agreement, dated as of May 25, 2006, by and among VML US Finance LLC, Venetian Macau Limited, the financial institutions listed therein as lenders, The Bank of Nova Scotia, Banco Nacional Ultramarino, S.A., Sumitomo Mitsui Banking Corporation, Goldman Sachs Credit Partners L.P., Lehman Brothers Inc. and Citigroup Global Markets, Inc. (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 and filed on August 9, 2006).

10 .56

Disbursement Agreement, dated as of May 25, 2006, by and among VML US Finance LLC, Venetian Cotai Limited, Venetian Macau Limited and The Bank of Nova Scotia (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 and filed on August 9, 2006).

10 .57

First Amendment to Credit Agreement and Disbursement Agreement, dated as of March 5, 2007, among Venetian Macau Limited, VML US Finance LC, Venetian Cotai Limited and The Bank of Nova Scotia, as administrative agent and disbursement agent (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 and filed on May 10, 2007).

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10 .58

First Amendment to Disbursement Agreement, dated as of March 5, 2007, among VML US Finance LLC, Venetian Cotai Limited, Venetian Macau Limited and The Bank of Nova Scotia, as disbursement agent and bank agent. (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 and filed on May 10, 2007).

10 .59*

Facility Agreement, dated as of December 28, 2007, among Marina Bay Sands Pte. Ltd., as borrower, Goldman Sachs Foreign Exchange (Singapore) Pte., DBS Bank Ltd., UOB Asia Limited, Oversea-Chinese Banking Corporation Limited, as coordinators, and DBS Bank Ltd., as technical bank, agent and security trustee.

10 .60*

Sponsor Support Agreement, dated as of December 28, 2007, among Las Vegas Sands Corp., as sponsor, Sands Mauritius Holdings and MBS Holdings Pte. Ltd., as holding company, Marina Bay Sands Pte. Ltd., as borrower and DBS Bank Ltd., as security trustee.

10 .61

Development Agreement, dated August 23, 2006, between the Singapore Tourism Board and Marina Bay Sands Pte. Ltd. (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 and filed on November 9, 2006).

10 .62

Third Amended and Restated Reciprocal Easement, Use and Operating Agreement, dated as of July 26, 2006, by and among Venetian Casino Resort, LLC, Lido Casino Resort, LLC, Phase II Mall Subsidiary, LLC, Grand Canal Shops II, LLC, and Interface Group-Nevada, Inc. (incorporated by reference from Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 and filed on November 9, 2006).

10 .63

Form of Restricted Stock Award Agreement (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 9, 2007).

10 .64

First Amendment, dated as of February 5, 2007, to the Las Vegas Sands Corp. 2004 Equity Award Plan (incorporated by reference from Exhibit 10.76 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 and filed on February 28, 2007).

10 .65

Facility Agreement, dated as of August 18, 2006, among Marina Bay Sands Pte. Ltd., as borrower, Goldman Sachs (Singapore) Pte., DBS Bank Ltd., UOB Asia Limited and Oversea — Chinese Banking Corporation Limited, as mandated lead arrangers, Goldman Sachs (Singapore) Pte. and DBS Bank Ltd., as coordinators, DBS Bank Ltd., as agent and security trustee, and the financial institutions listed therein as original lenders (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 and filed on November 9, 2006).

10 .66

Purchase Agreement, dated as of August 18, 2006, among Marina Bay Sands Pte. Ltd., as issuer, the purchasers named therein, Las Vegas Sands Corp., as guarantor, and Goldman Sachs (Singapore) Pte. and DBS Bank Ltd., as lead managers (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 and filed on November 9, 2006).

21 .1* Subsidiaries of Las Vegas Sands Corp. 23 .1* Consent of PricewaterhouseCoopers LLP. 31 .1* Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31 .2* Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 .1*

Certification of Chief Executive Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32 .2*

Certification of Chief Financial Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Filed herewith.

† Confidential treatment has been requested and granted with respect to portions of this exhibit, and such confidential portions have been deleted and replaced with “**” and filed separately with the Securities and Exchange Commission pursuant to Rule 406 under the Securities Act of 1933.

Exhibit 10.59

Dated 28 December 2007

MARINA BAY SANDS PTE. LTD. as Borrower

arranged by THE FINANCIAL INSTITUTIONS AND OTHERS NAMED IN THIS

AGREEMENT as Mandated Lead Arrangers

coordinated by GOLDMAN SACHS FOREIGN EXCHANGE (SINGAPORE) PTE

DBS BANK LTD. UOB ASIA LIMITED

OVERSEA-CHINESE BANKING CORPORATION LIMITED as Coordinators

with

DBS BANK LTD. acting as Technical Bank

DBS BANK LTD. acting as Agent

and

DBS BANK LTD. acting as Security Trustee

S$5,442,604,530 FACILITY AGREEMENT

ALLEN & GLEDHILL LLP ONE MARINA BOULEVARD #28-00 SINGAPORE 018989

TABLE OF CONTENTS

CLAUSE PAGE 1. DEFINITIONS AND INTERPRETATION 1 2. THE FACILITIES 53 3. PURPOSE 55 4. CONDITIONS OF UTILISATION 56 5. UTILISATION — LOANS 60 6. UTILISATION — BANK GUARANTEES 62 7. BANK GUARANTEES 64 8. UTILISATION — SWINGLINE LOANS 66 9. SWINGLINE LOANS 69 10. ANCILLARY FACILITIES 70 11. REPAYMENT OF UTILISATIONS 75 12. PREPAYMENT AND CANCELLATION 76 13. INTEREST 90 14. INTEREST PERIODS 91 15. CHANGES TO THE CALCULATION OF INTEREST 92 16. FEES 94 17. TAX GROSS UP AND INDEMNITIES 96 18. INCREASED COSTS 99 19. OTHER INDEMNITIES 100 20. MITIGATION BY THE LENDERS 102 21. COSTS AND EXPENSES 103 22. GUARANTEE AND INDEMNITY 104 23. REPRESENTATIONS 107 24. INFORMATION UNDERTAKINGS 113 25. FINANCIAL COVENANTS 121 26. GENERAL UNDERTAKINGS 130 27. EVENTS OF DEFAULT 157 28. CHANGES TO THE LENDERS 165 29. CHANGES TO THE OBLIGORS 170 30. ROLE OF THE AGENT, THE SECURITY TRUSTEE AND THE ARRANGER 171 31. ROLE OF THE TECHNICAL BANK 177 32. CONDUCT OF BUSINESS BY THE FINANCE PARTIES 183 33. SHARING AMONG THE FINANCE PARTIES 184 34. PAYMENT MECHANICS 185 35. SET-OFF 188 36. NOTICES 188 37. CALCULATIONS AND CERTIFICATES 190 38. PARTIAL INVALIDITY 190 39. REMEDIES AND WAIVERS 191 40. AMENDMENTS, WAIVERS AND CONSENTS 191 41. COUNTERPARTS 194 42. GOVERNING LAW 194

THE SCHEDULES

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CLAUSE PAGE 43. ENFORCEMENT 194 44. CERTAIN MATTERS AFFECTING LENDERS 195 45. GAMING AUTHORITIES 195

SCHEDULE PAGE SCHEDULE 1 The Original Parties 196 SCHEDULE 2 Conditions Precedent 202 SCHEDULE 3 Requests 207 SCHEDULE 4 Form of Transfer Certificate 215 SCHEDULE 5 Timetables 217 SCHEDULE 6 Properties 220 SCHEDULE 7 Form of Bank Guarantee 221 SCHEDULE 8 Forms of Project Certificates 223 SCHEDULE 9 Form of Compliance Certificate 226 SCHEDULE 10 Form of Accession Letter 232 SCHEDULE 11 Repayment Schedule For Term Loans 234 SCHEDULE 12 Insurances 235 SCHEDULE 13 Main Construction Contracts 246

THIS AGREEMENT is dated 28 December 2007 and made between:

IT IS AGREED as follows:

(1) MARINA BAY SANDS PTE. LTD ., registration number 200507292R (the “ Borrower ”);

(2) THE FINANCIAL INSTITUTIONS AND OTHERS listed in Part I of Schedule 1 as mandated lead arrangers (whether acting individually or together the “ Mandated Lead Arranger ”);

(3) GOLDMAN SACHS FOREIGN EXCHANGE (SINGAPORE) PTE , DBS BANK LTD. , UOB ASIA LIMITED and OVERSEA-CHINESE BANKING CORPORATION LIMITED as coordinators (together with the Mandated Lead Arranger and whether acting individually or together the “ Arranger ”);

(4) THE FINANCIAL INSTITUTIONS AND OTHERS listed in Part II, Part III, Part IV, Part V and Part VI of Schedule 1 as lenders (the “ Original Lenders ”);

(5) DBS BANK LTD. as technical bank (the “ Technical Bank ”);

(6) DBS BANK LTD. as agent of the other Finance Parties (the “ Agent ”); and

(7) DBS BANK LTD. as security trustee for the Secured Parties (the “ Security Trustee ”).

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

“ Acceleration Date ” means the date (if any) on which the Agent gives a notice under paragraph (a) of Clause 27.17 ( Acceleration ).

“ Accession Letter ” means a document substantially in the form set out in Schedule 10 ( Form of Accession Letter ).

“ Account ” means a Control Account, a Disbursement Account, a Financing Contributions Account, the Funding Shortfall Account, a Revenue Account, the Prepayment Account, an Offshore Collection Account or such other bank account designated as such by the Borrower to the Agent.

“ Account Bank ” means each bank with which an Account is opened.

“ Accounting Month ” means each period of approximately 30 days ending on the last day of each calendar month adopted by the Borrower for the purpose of its financial reporting in any financial year of the Borrower.

“ Accounting Quarter ” means each period of three Accounting Months ending on or about 31 March, 30 June, 30 September and 31 December.

“ Affiliate ” as applied to any person, means any other person directly or indirectly

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controlling, controlled by, or under direct or indirect common control with, that person and, for this purpose, “ control ” (including, with correlative meanings, the terms “ controlling ”, “ controlled by ” and “ under common control with ”), as applied to any person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that person, whether through the ownership of voting securities or by contract or otherwise; provided that so long as no other person or group or persons beneficially owns a majority of voting securities of such person, the beneficial owner of 20 per cent. or more of the voting securities of a person shall be deemed to have control.

“ Agreed Form ” means, in relation to a document, that:

(a) it is in a form initialled by or on behalf of the Borrower and the Agent on or before the signing of this Agreement for the purposes of identification; or

(b) if not falling within sub-paragraph (a) above, it is in form and substance satisfactory to the Agent (acting reasonably) and initialled by or on behalf of the Borrower and the Agent for the purposes of identification.

“ Agreement for Lease ” means an agreement to grant an Occupational Lease.

“ Aircraft/Watercraft ” means aircraft and/or watercraft acquired by an Affiliate of the Borrower and to be utilised in connection with the operation of the Integrated Resort.

“ Ancillary Commitment ” means, in relation to an Ancillary Lender, the maximum amount (expressed in Singapore Dollars) from time to time agreed (whether or not subject to satisfaction of conditions precedent and whether or not utilised) to be made available by that Ancillary Lender under an Ancillary Facility and authorised under Clause 10 ( Ancillary Facilities ), to the extent not cancelled or reduced under this Agreement.

“ Ancillary Facility ” means an ancillary facility made available by an Ancillary Lender in accordance with Clause 10 ( Ancillary Facilities ).

“ Ancillary Facility Document ” means:

(a) a document setting out the terms of an Ancillary Facility; and

(b) the Ancillary Facility Letter.

“ Ancillary Facility Letter ” means a letter or letters dated on or about the date of this Agreement between the Borrower and the Designated Facility D Lenders, setting out the maximum rates of interest, fees and commissions that they will respectively charge in respect of any Ancillary Facilities provided by them.

“ Ancillary Facility Request ” means a notice substantially in the form set out in Part V of Schedule 3 ( Ancillary Facility Request ).

“ Availability Period ” means:

3

“ Ancillary Lender ” means a Designated Facility D Lender which makes available an Ancillary Facility in accordance with Clause 10 ( Ancillary Facilities ).

“ Ancillary Outstandings ” has the meaning given to it in Clause 10.1 ( General ).

“ Approved Valuers ” means HVS Consulting and Valuation and such other persons as are selected by the Borrower from time to time after the date of this Agreement, so long as such other persons are, in the reasonable judgment of the Agent, capable of performing any valuation required under this Agreement.

“ Architect ” means Aedas or any other reputable firm of architects which is a corporate or fellow member of the Singapore Institute of Architects appointed by the Borrower in connection with the Integrated Resort Project and approved by the Lessor (to the extent such approval is required under the Development Agreement or the Lease).

“ Assignment of Development Agreement ” means an assignment of the Development Agreement security document between the Borrower and the Security Trustee, approved by the Lessor.

“ Assignment of Insurances ” means an assignment of Insurances security document between the Borrower and the Security Trustee.

“ Assignment of LTA Agreement ” means an assignment of the LTA Agreement security document between the Borrower and the Security Trustee, approved by the Land Transport Authority.

“ Assignment of Proceeds ” means an assignment of, inter alia , the Integrated Resort Revenues security document between the Borrower and the Security Trustee.

“ Assignment of Project Documents ” means an assignment of the Project Documents security document between the Borrower and the Security Trustee.

“ Authorisation ” means:

(a) an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, lodgement, registration or waiver; or

(b) in relation to anything which may be fully or partly prohibited or restricted by law or regulation if a Governmental Agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action.

(a) in relation to Facility A, the period from and including the date of this Agreement to and including the date which is 30 days after the date of this Agreement;

(b) in relation to Facility B, the period from and including the date of this Agreement to and including 31 December 2010;

4

(c) in relation to Facility C, the period from and including the date of this Agreement to and including the date falling 30 days after the date of this Agreement; and

(d) in relation to Facility D, the period from and including the date of this Agreement to and including the date which is one Month before the Termination Date .

“ Available Commitment ” means, in relation to a Facility, a Lender’s Commitment under that Facility minus:

(a) the amount of its participation in any outstanding Utilisations under that Facility; and

(b) in relation to any proposed Utilisation, the amount of its participation in any other Utilisations that are due to be made under that Facility on or before the proposed Utilisation Date,

other than, in relation to any proposed Utilisation under Facility D only, that Lender’s participation in any Facility D Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date.

“ Available Facility ” means, in relation to a Facility, the aggregate for the time being of the Lenders’ Available Commitments in respect of that Facility.

“ Bank Guarantee ” means a bank guarantee, substantially in the form set out in Schedule 7 ( Form of Bank Guarantee ) or in any other form requested by the Borrower and agreed by the Agent (with the prior consent of all the Facility C Lenders).

“ Bank SBLC ” has the meaning given to it in Clause 25.5 ( Financial definitions ).

“ Base Case Financial Model ” means the economic projections and assumptions in relation to the Borrower and the Integrated Resort, prepared by the Borrower and posted on SyndTrak on 23 October 2007 labelled “Singapore_Financing_Model (10_23_07)”.

“ Borrower Financing Contributions ” means any Integrated Resort Revenues, which an authorised officer or authorised signatory of the Borrower or the Sponsor certifies to the Agent have been applied towards the payment of Project Costs.

“ Borrower Group ” means the Borrower and its Restricted Subsidiaries for the time being (but excluding, for the avoidance of doubt, any Excluded Subsidiary).

“ Borrower Group Subordinated Guarantee ” means a Guarantee issued by a member of the Borrower Group:

(a) in respect of any HoldCo Subordinated Debt; and

(b) which satisfies the requirements of paragraphs (a) and (c) of the definition of Subordinated Debt.

“ Borrower ’s Certificate ” means a certificate from the Borrower (signed by an

5

authorised officer or authorised signatory of the Borrower) substantially in the form set out in Part II of Schedule 8 ( Form of Borrower’s Certificate ).

“ Borrower ’s Costs ” means all costs, expenses and fees (without double counting) properly incurred by the Borrower, any Restricted Subsidiary or any Affiliate in connection with the implementation and operation of the Integrated Resort Project, including, without limitation:

(a) all costs, expenses and fees incurred in connection with the management of the Borrower;

(b) all insurance premiums in respect of the Insurances;

(c) all costs, expenses and fees of the legal, technical, accounting, financial and other advisers and consultants to the Borrower or any Restricted Subsidiary in connection with the Integrated Resort Project;

(d) Financing Costs;

(e) all costs, expenses and fees required to be paid by the Borrower pursuant to Clause 21 ( Costs and Expenses ), including the costs, expenses and fees of the Lenders’ Consultants and legal advisers properly engaged by any of the Agent, the Arranger, the Technical Bank or the Majority Lenders and, pursuant to the Security Documents, the Security Trustee, in each case, in connection with the Integrated Resort Project and/or the Transaction Documents;

(f) all costs, expenses and fees incurred by the Borrower under any Finance Document;

(g) all Taxes;

(h) all costs and expenses incurred in connection with the acquisition and/or installation of FF&E (other than costs and expenses funded with Permitted FF&E Indebtedness) not included in Construction Costs;

(i) all interest, fees, commissions, costs and expenses and other payments not in the nature of principal paid or payable in respect of any Permitted FF&E Indebtedness or Subordinated Bonds; and

(j) the general working capital requirements and general corporate purposes (excluding Funding Shortfalls) of the Borrower and its Restricted Subsidiaries in respect to the Integrated Resort Project or the Integrated Resort,

regardless of when incurred and whether payable prior to, on or after the Completion Date, but excluding any Construction Costs, Financing Principal, any amounts financed with Permitted FF&E Indebtedness and any Project Costs described in paragraph (c) of the definition of Project Costs.

“ Borrower ’s Project Officer ” means the Architect or the Quantity Surveyor.

6

“ Break Costs ” means the amount (if any) by which:

(a) the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Singapore interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

“ Budget ” means, as the case may be, either the then applicable Construction Budget or the then applicable Financial Budget.

“ Business Day ” means a day (other than a Saturday or Sunday) on which banks are open for general business in Singapore.

“ Capital Expenditure ” means any expenditure which should in accordance with GAAP be treated as capital expenditure in the audited financial statements of the Borrower.

“ Car Park ” means the vehicle parking areas located in the basement levels of the Integrated Resort, with capacity for approximately 3000 vehicles.

“ Cash Equivalent Investments ” means:

(a) securities with a maturity of less than 12 months from the date of acquisition issued or fully guaranteed or fully insured by the Government of the United States or any member state of the European Union which is rated at least AA by Standard & Poor’s Rating Group or Aa by Moody’s Investors Service, Inc.;

(b) commercial paper or other debt securities issued by an issuer rated at least A-1 by Standard & Poor’s Ratings Group or P-1 by Moody’s Investors Service, Inc. and with a maturity of less than 12 months; and

(c) certificates of deposit or time deposits of any commercial bank (which has outstanding debt securities rated as referred to in paragraph (b) above) and with a maturity of less than six months,

in each case not subject to any Security (other than pursuant to any Security Document or any Permitted Security), denominated and payable in a freely transferable and freely convertible currency and the proceeds of which are capable of being remitted to the Borrower in Singapore.

“ Change of Control ” has the meaning given to it in Clause 12.2 ( Change of Control ).

7

“ Charged Assets ” means the assets over which Security is expressed to be created pursuant to any Security Document, to the extent not discharged in accordance with this Agreement.

“ Commercial Documents ” means the Development Agreement, the Lease, the LTA Agreement and any other document designated as such by the Agent and the Borrower.

“ Commitment ” means a Facility A Commitment, a Facility B Commitment, a Facility C Commitment, a Facility D Commitment or a Swingline Commitment.

“ Completion Date ” means the date on which the final Temporary Occupation Permit for the Integrated Resort Project is issued.

“ Compliance Certificate ” means a certificate substantially in the form set out in Schedule 9 ( Form of Compliance Certificate ).

“ Consent ” means the consent of the Lessor to be provided pursuant to item 6(a) of Part I of Schedule 2 ( Conditions precedent to Initial Utilisation ).

“ Consolidated Adjusted EBITDA ” has the meaning given to it in Clause 25.5 (Financial definitions).

“ Construction Budget ” means the construction budget of the Borrower delivered pursuant to paragraph 4(c) of Part I of Schedule 2 ( Conditions Precedent to Initial Utilisation ) and each subsequent budget supplied under Clause 24.5 ( Construction Budget ) .

“ Construction Certificate ” means:

(a) in relation only to the first withdrawal from a Control Account pursuant to paragraph (p) of Clause 26.12 ( Accounts ) to fund Construction Costs, either:

(i) a Lenders’ Construction Consultant Certificate; or

(ii) a Quantity Surveyor’s Certificate; and

(b) in relation to all Loans requested under Clause 4.2 ( Further conditions precedent ) and other withdrawals from a Control Account pursuant to paragraph (p) of Clause 26.12 ( Accounts ) to fund Construction Costs:

(i) a Lenders’ Construction Consultant Certificate; or

(ii) where the Agent reasonably determines that the Lenders’ Construction Consultant is unable to issue the required Lenders’ Construction Consultant Certificate due to its own negligence or failure to comply with its obligations under the Lenders’ Construction Consultant Agreement (and not as a result, whether in whole or in part, of (A) any disagreement with the Borrower, a Borrower’s Project Officer or any contractor, consultant, adviser or employee of the Borrower (each a “ Relevant Party ”), (B) any failure by any Relevant Party to provide

8

sufficient information to the Lenders’ Construction Consultant in a timely manner or (C) any Relevant Party acting, omitting to act or failing to timely act, in each case, so as to prevent the issue of the Lenders’ Construction Consultant Certificate), a Quantity Surveyor’s Certificate,

and for the avoidance of doubt, the Borrower shall not be entitled to deliver (and the Agent shall not be obliged to accept) any Quantity Surveyor’s Certificate, other than in accordance with this definition.

“ Construction Costs ” means all costs, expenses and fees (without double counting) properly incurred by the Borrower or any Restricted Subsidiary in connection with:

(a) the acquisition of the Properties; and

(b) the design, development, construction, equipping, fitting out and opening of the Integrated Resort Project,

in each case, in accordance with and pursuant to the Commercial Documents and Project Documents (regardless of when incurred and whether payable prior to, on or after the Completion Date), but excluding any Borrower’s Costs and costs and expenses funded with Permitted FF&E Indebtedness.

“ Construction Guarantees ” means all Guarantees from time to time issued in favour of the Borrower, or under which the Borrower has an interest, in connection with the Integrated Resort Project, pursuant to the Material Construction Contracts.

“ Construction Programme ” means the schedule, referred to in paragraph 6(e) of Part I of Schedule 2 ( Conditions Precedent to Initial Utilisation ), prepared by the Borrower on or prior to the date of this Agreement for the construction of the Integrated Resort Project and each subsequent schedule applied under Clause 24.7 ( Construction Programme ).

“ Construction Report ” means:

(a) the initial construction report by the Lenders’ Construction Consultant relating to the Integrated Resort Project addressed to the Technical Bank; and

(b) each monthly construction report prepared by the Lenders’ Construction Consultant and delivered pursuant to Clause 24.10 ( Lenders’ Construction Consultant’s Report ).

“ Control Account ” means:

(c) the Singapore Dollar denominated account (number 003-906189-7) of the Borrower with the principal Singapore offices of DBS Bank Ltd.;

(d) the Singapore Dollar denominated account (number 003-330017-17) of the Borrower with the principal Singapore offices of DBS Bank Ltd.;

(e) the Singapore Dollar denominated account (number 0003-005577-6-031) of

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the Borrower with the principal Singapore offices of DBS Bank Ltd.;

(f) the Singapore Dollar denominated account (number 0-822527-019) of the Borrower with Citibank N.A., Singapore Branch;

(g) the Singapore Dollar denominated account (number 301-054-329-9) of the Borrower with the principal Singapore offices of United Overseas Bank Limited;

(h) the Singapore Dollar denominated account (number 503647554501) of the Borrower with the principal Singapore offices of Oversea-Chinese Banking Corporation Limited; or

(i) any other Singapore Dollar denominated account of the Borrower with the principal Singapore offices of a bank in Singapore (which must be an Arranger (or an Affiliate of an Arranger)),

in each case which is, or will be, the subject of the Debenture and designated as a “Control Account” by the Borrower and the Agent.

“ Debenture ” means a fixed and floating charge security document between the Borrower and the Security Trustee.

“ Debt ” has the meaning given to it in Clause 25.5 ( Financial definitions ).

“ Default ” means an Event of Default or any event or circumstance specified in Clause 27 ( Events of Default ) which would (with the lapse of time, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“ Designated Facility D Lender ” means a Facility D Lender listed in paragraphs 1, 2 and 3 of Part V of Schedule 1 ( The Original Facility D Lenders ).

“ Designated RPS ” means shares in a member of the Borrower Group which are expressed to be redeemable and which:

(a) are held by another member of the Borrower Group or by HoldCo;

(b) may only be redeemed at the option of the holder; and

(c) such redemption (whether on its specified maturity or as a result of an event of default (however described)), may only be made by the holder after the date falling six Months after the Final Discharge Date.

“ Development Agreement ” means the development agreement dated 23 August 2006 made between the Lessor and the Borrower relating to the acquisition, ownership and development of the Properties (including all annexures and schedules to such development agreement).

“ Development Agreement Event of Default ” means any “Event of Default” defined in Clause 1.1 ( Definitions ) of the Development Agreement.

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“ Disbursement Account ” means:

(a) the Singapore Dollar denominated account (number 003-902809-1) of the Borrower with the principal Singapore offices of DBS Bank Ltd.;

(b) the Singapore Dollar denominated account (number 003-906178-1) of the Borrower with the principal Singapore offices of DBS Bank Ltd.;

(c) the US Dollar denominated account (number 0003-001788-01-0-022) of the Borrower with the principal Singapore offices of DBS Bank Ltd.;

(d) the US Dollar denominated account (number 0003-003788-01-6-022) of the Borrower with the principal Singapore offices of DBS Bank Ltd.; or

(e) any other Singapore Dollar or US Dollar denominated account of the Borrower with the principal Singapore offices of DBS Bank Ltd. and designated as a “Disbursement Account” by the Borrower and the Agent,

in each case which is, or will be, the subject of the Debenture.

“ Effective Date ” means the date on which the Agent gives confirmation to the Borrower of satisfaction or waiver of all the conditions precedent pursuant to Clause 4.1 ( Initial conditions precedent ).

“ Eligible Costs ” means, in respect of any Facility, those costs, expenses, fees and/or other purposes for which amounts borrowed under such Facility may be applied pursuant to Clause 3.1 ( Purpose ).

“ Eligible Lender ” means:

(a) a bank or merchant bank that:

(i) is a financial institution acting through a Facility Office in Singapore;

(ii) is in possession of (A) a valid licence granted under the Banking Act, Chapter 19 of Singapore, authorising it to conduct banking business in Singapore or (B) a valid licence granted by the Monetary Authority of Singapore, authorising it to conduct merchant banking business in Singapore;

(iii) in respect of which, the Borrower would not be obliged to make a payment under paragraph (a) of Clause 17.2 ( Tax gross-up ) or paragraph (a) of Clause 17.3 ( Tax indemnity ) to or for the account of such financial institution (other than in accordance with the terms of those paragraphs); and

(iv) (for so long as no Event of Default shall have occurred and is continuing) is not a Restricted Person;

(b) any other financial institution or a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets that:

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(i) is acting through a Facility Office in Singapore;

(ii) in respect of which, the Borrower would not be obliged to make a payment under paragraph (a) of Clause 17.2 ( Tax gross-up ) or paragraph (a) of Clause 17.3 ( Tax indemnity ) to or for the account of such person (other than in accordance with the terms of those paragraphs); and

(iii) (for so long as no Event of Default shall have occurred and is continuing) is not a Restricted Person;

(c) any other entity approved by the Borrower (such approval not to be unreasonably withheld or delayed and the Borrower is deemed to have approved of each Original Lender listed in paragraphs 1 to 13 of Part II of Schedule 1 ( The Original Facility A Lenders )) that:

(i) is acting through a Facility Office in Singapore;

(ii) is holding a valid Exemption issued by the Registrar of Moneylenders under Section 36 of the Moneylenders Act, Chapter 188 of Singapore, in connection with the Facilities;

(iii) in respect of which, the Borrower would not be obliged to make a payment under paragraph (a) of Clause 17.2 ( Tax gross-up ) or paragraph (a) of Clause 17.3 ( Tax indemnity ) to or for the account of such person (other than in accordance with the terms of those paragraphs); and

(iv) (for so long as no Event of Default shall have occurred and is continuing) is not a Restricted Person; or

(d) solely for the purpose of accepting a transfer of Loans pursuant to Clause 12.13 ( Right of replacement of a single Lender ), paragraph (k) of Clause 40.2 ( Exceptions ) or Clause 44.1 ( Nevada Gaming Authority ), any Permitted Sands Lender.

“ Environment ” means living organisms including the ecological systems of which they form part and the following media:

(a) air (including air within natural or man-made structures, whether above or below ground);

(b) water (including territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

(c) land (including land under water).

“ Environmental Law ” means all laws and regulations of any relevant jurisdiction which:

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(a) have as a purpose or effect the protection of, and/or prevention of harm or damage to, the Environment;

(b) provide remedies or compensation for harm or damage to the Environment; or

(c) relate to Hazardous Substances or health and safety matters concerning exposure to Hazardous Substances.

“ Environmental Licence ” means any Authorisation required at any time under Environmental Law.

“ Environmental Report ” means the report by Environmental Resources Management relating to the Integrated Resort Project addressed to the Agent and the Arrangers.

“ Event of Default ” means any event or circumstance specified as such in Clause 27 ( Events of Default ).

“ Excess Amount ” means the excess amount, if any, described in paragraph (c)(iii)(B) of Clause 4.2 ( Further conditions precedent ).

“ Excess Operating Cash Flow ” has the meaning given to it in paragraph (h) of Clause 12.10 ( Mandatory prepayment with Excess Operating Cash Flow ).

“ Excluded Proceeds ” has the meaning given to it in Clause 12.7 ( Mandatory prepayment from Net Issuance Proceeds ).

“ Excluded Subsidiary ” means any Subsidiary of the Borrower that the Borrower designates as an Excluded Subsidiary as provided for in the next sentence and any Subsidiary of an Excluded Subsidiary that satisfies the criteria set out in the next sentence. The Borrower may designate any Subsidiary (other than the Borrower or any Subsidiary which:

(a) is (or will be) funded or capitalised (whether in whole or in part) with proceeds (whether directly or indirectly) from the Sponsor injected into the Borrower for purpose of financing Project Costs;

(b) does (or will) own, develop, design, construct, operate, manage or otherwise implement any part of the Integrated Resort Project (other than the Retail Properties and/or the Car Park to the extent that they are subject to a Permitted Refinancing); or

(c) holds (or will hold) or has (or will have) any rights in any Authorisation (including the Casino Licence) in relation to the Integrated Resort Project),

in each case, as determined by the Borrower) to be an Excluded Subsidiary by providing written notice of such designation to the Agent and certifying that, after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. Notwithstanding the foregoing, a Subsidiary that (i) owns or operates, or will own or operate, Aircraft/Watercraft, (ii) will acquire Permitted FF&E or

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(iii) owns or operates, or will own or operate, any business or service that is funded as a Permitted Investment under this Agreement (but which, in each case, does not hold (and will not hold) the Casino Licence) may be designated as an Excluded Subsidiary.

“ Existing Bank Guarantees ” means the bank guarantees in the aggregate amount of S$192,604,530 issued by DBS Bank Ltd., United Overseas Bank Limited and Oversea-Chinese Banking Corporation Limited under the Facility Agreement for the Existing Bridge Facilities in favour of the Lessor, and secured by the Existing Bridge Facilities Security.

“ Existing Bridge Debt ” means the aggregate of:

(a) amounts in the nature of principal payable by the Borrower under the Existing Bridge Facilities and the Existing FRNs;

(b) amounts in the nature of accrued but unpaid interest payable by the Borrower under the Existing Bridge Facilities and the Existing FRNs; and

(c) all accrued but unpaid standby interest, agency and other fees, commissions, costs and expenses and other payments not in the nature of principal payable by the Borrower under the Existing Bridge Facilities and the Existing FRNs,

in each case outstanding on the Utilisation Date of the First Utilisations.

“ Existing Bridge Facilities ” means the S$1,104,040,000 bridging facilities made available to the Borrower by various banks and financial institutions pursuant to a Facility Agreement dated 18 August 2006 made between (a) the Borrower, as borrower, (b) Goldman Sachs (Singapore) Pte, DBS Bank Ltd., UOB Asia Limited and Oversea-Chinese Banking Corporation Limited, as mandated lead arrangers, (c) Goldman Sachs (Singapore) Pte and DBS Bank Ltd., as coordinators, and (d) the Existing Bridge Facilities Agent, as agent and security trustee.

“ Existing Bridge Facilities Agent ” means DBS Bank Ltd..

“ Existing Bridge Facilities Security ” means the Security created to secure the Existing Bridge Facilities, as more particularly described in the Facility Agreement for the Existing Bridge Facilities.

“ Existing FRN Guarantee ” means the guarantee by the Sponsor of the full and punctual payment of principal, premium, interest and other monetary obligations of the Borrower in connection with the Existing FRNs, pursuant to the Purchase Agreement dated 18 August 2006 made between (a) the Borrower, as issuer of the Existing FRNs, (b) the Sponsor, as guarantor of the Existing FRNs, (c) Goldman Sachs International, Lehman Brothers Commercial Corporation Asia Limited, Citicorp Investment Bank (Singapore) Ltd., Merrill Lynch Capital Corporation and Morgan Stanley Bank, as purchasers of the Existing FRNs, and (d) Goldman Sachs (Singapore) Pte and DBS Bank Ltd., as lead managers.

“ Existing FRNs ” means S$1,055,157,617.38 Principal Amount of Senior Floating

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Rate Notes due 22 August 2008 of the Borrower issued pursuant to the Purchase Agreement referred to in the definition of Existing FRN Guarantee.

“ Facility ” means Facility A, Facility B, Facility C, Facility D or the Swingline Facility.

“ Facility A ” means the term loan facility made available under this Agreement as described in paragraph (a) of Clause 2.1 ( The Facilities ).

“ Facility A Commitment ” means:

(a) in relation to an Original Lender, the amount in Singapore Dollars set opposite its name under the heading “Facility A Commitment” in Part II of Schedule 1 ( The Original Facility A Lenders ) and the amount of any other Facility A Commitment transferred to it under this Agreement; and

(b) in relation to any other Lender, the amount in Singapore Dollars of any Facility A Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced, transferred or increased by it under this Agreement.

“ Facility A Lender ” means:

(a) any Original Facility A Lender; and

(b) any Eligible Lender which has become a Party in accordance with Clause 28 ( Changes to the Lenders ) and which is transferred an interest in Facility A,

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

“ Facility A Loan ” means a loan made or to be made under Facility A or the principal amount outstanding for the time being of that loan.

“ Facility A Proportion ” means on each Term Loan Facility Repayment Date, the proportion that outstanding Facility A Loans bears to all the outstanding Term Loans on that date.

“ Facility B ” means the term loan facility made available under this Agreement, as described in paragraph (b) of Clause 2.1 ( The Facilities ).

“ Facility B Commitment ” means:

(a) in relation to an Original Lender, the amount in Singapore Dollars set opposite its name under the heading “Facility B Commitment” in Part III of Schedule 1 ( The Original Facility B Lenders ) and the amount of any other Facility B Commitment transferred to it under this Agreement; and

(b) in relation to any other Lender, the amount in Singapore Dollars of any Facility B Commitment transferred to it under this Agreement,


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“ Facility B Lender ” means:

(a) any Original Facility B Lender; and

(b) any Eligible Lender which has become a Party in accordance with Clause 28 ( Changes to the Lenders ) and which is transferred an interest in Facility B,


“ Facility B Loan ” means a loan made or to be made under Facility B or the principal amount outstanding for the time being of that loan.

“ Facility B Proportion ” means on each Term Loan Facility Repayment Date, the proportion that outstanding Facility B Loans bears to all the outstanding Term Loans on that date.

“ Facility C ” means the bank guarantee facility made available under this Agreement, as described in paragraph (c) of Clause 2.1 ( The Facilities ).

“ Facility C Commitment ” means:

(a) in relation to an Original Lender, the amount in Singapore Dollars set opposite its name under the heading “Facility C Commitment” in Part IV of Schedule 1 ( The Original Facility C Lenders ) and the amount of any other Facility C Commitment transferred to it under this Agreement; and

(b) in relation to any other Lender, the amount in Singapore Dollars of any Facility C Commitment transferred to it under this Agreement,


“ Facility C Lender ” means:

(a) any Original Facility C Lender; and

(b) any Eligible Lender which has become a Party in accordance with Clause 28 ( Changes to the Lenders ) and which is transferred an interest in Facility C,


“ Facility D ” means the revolving credit facility made available under this Agreement as described in paragraph (d) of Clause 2.1 ( The Facilities ), part of which may be designated as an Ancillary Facility in accordance with Clause 10 ( Ancillary Facilities ).

“ Facility D Commitment ” means:

(a) in relation to an Original Lender, the amount in Singapore Dollars set opposite its name under the heading “Facility D Commitment” in Part V of Schedule 1 ( The Original Facility D Lenders ) and the amount of any other Facility D Commitment transferred to it under this Agreement; and

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(b) in relation to any other Lender, the amount in Singapore Dollars of any Facility D Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced, transferred or increased by it under this Agreement (or adjusted under Clause 10.6 ( Adjustments to Facility D Commitment )).

“ Facility D Lender ” means:

(a) any Original Facility D Lender; and

(b) any Eligible Lender which has become a Party in accordance with Clause 28 ( Changes to the Lenders ) and which is transferred an interest in Facility D,


“ Facility D Loan ” means a loan made or to be made under Facility D or the principal amount outstanding for the time being of that loan.

“ Facility D Rollover Loan ” means one or more Facility D Loans:

(a) made or to be made on the same day that one or more maturing Facility D Loans is or are due to be repaid;

(b) the aggregate amount of which is equal to or less than the maturing Facility D Loan(s); and

(c) made or to be made to the Borrower for the purpose of refinancing the maturing Facility D Loan(s).

“ Facility Office ” means the office or offices provided by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following a change of office or offices after that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“ Fee Letter ” means any letter or letters dated on or about the date of this Agreement between, as the case may be, the Arranger and the Borrower, the Agent and the Borrower, the Security Trustee and the Borrower or the Technical Bank and the Borrower, setting out any of the fees referred to in Clause 16 ( Fees ).

“ FF&E ” means fixtures, furniture, fittings and/or equipment acquired, built, affixed and/or installed by or for the Borrower on or in the Integrated Resort Project for the purpose of implementing or carrying on the business of the Integrated Resort Project.

“ Finance Document ” means this Agreement, each Accession Letter, each Ancillary Facility Document, each Security Document, each Hedging Document, each Bank SBLC and any other document (other than a security document) that may at any time be given as guarantee or assurance for any of the Liabilities pursuant to or in connection with any Finance Document and any other document designated as such by the Agent and the Borrower.

“ Finance Party ” means the Agent, an Ancillary Lender, the Arranger, the Technical

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Bank, a Lender or the Security Trustee.

“ Financial Budget ” means each budget supplied under Clause 24.6 ( Financial Budget ).

“ Financial Indebtedness ” means any indebtedness for or in respect of:

(a) moneys borrowed;

(b) any amount raised by acceptance under any acceptance credit facility;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds (for the avoidance of doubt, other than a payment or advance payment bond), notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with Singapore GAAP, be treated as a finance or capital lease, but only to the extent of such treatment;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(g) solely for the purposes of Clause 27.6 ( Cross default ), any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account and such value shall be calculated without double-counting with other indebtedness);

(h) shares which are expressed to be redeemable, other than Designated RPS;

(i) any counter-indemnity obligation in respect of:

(i) a guarantee, indemnity, bond (including any payment or advance payment bond), standby or documentary letter of credit; or

(ii) any other instrument issued by a bank or financial institution, where such other instrument is in a form that, on its face, gives rise to a payment obligation on the part of that bank or financial institution; and

(j) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (i) above,

in each case without double-counting and excluding:

(i) any indebtedness comprising trade payables or payments under leases and hire purchase contracts (in the case of leases and hire purchase contracts, to the extent only that they do not fall within paragraph (d) above) incurred in the ordinary course of business;

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(ii) any surety bonds for claims underlying repairer liens over equipment or machinery; and

(ii) any Financial Indebtedness comprising unsecured bonds described in paragraph (c) above, that have either been satisfied, discharged or defeased prior to their stated maturity (provided that cash or securities are being held by the trustee of such bonds pending application on maturity or redemption) in accordance with the terms of such bonds or by operation of law.

“ Financing Contributions ” means:

(a) Sponsor Financing Contributions and HoldCo Financing Contributions made in accordance with the terms of the Sponsor Support Agreement;

(b) Borrower Financing Contributions;

(c) Subordinated Debt made available by a Subordinated Creditor referred to in paragraph (a) of the definition of Subordinated Creditor, which an authorised officer or authorised signatory of the Borrower certifies to the Agent has been or will be applied towards financing the payment of Project Costs; and

(d) to the extent not repaid pursuant to paragraph (d)(iii) of Clause 26.16 ( Restricted payments ), the amount of all Project Costs directly incurred and paid by the Sponsor or its Affiliates on behalf of the Borrower:

(i) (in the case of Construction Costs comprised in such Project Costs) as confirmed by the Lenders’ Construction Consultant to the Agent that it has been provided with invoices and/or other evidence satisfactory to the Lenders’ Construction Consultant; and

(ii) (in the case of Borrower’s Costs comprised in such Project Costs) as certified to the Agent by an authorised signatory of the Borrower (together with such documentary evidence reasonably satisfactory to the Agent).

“ Financing Contributions Account ” means:

(a) the Singapore Dollar denominated account (number 003-906188-9) of the Borrower with the principal Singapore offices of DBS Bank Ltd. which is, or will be, the subject of the Debenture;

(b) the US Dollar denominated account (number 0003-003846-01-3-022) of the Borrower with the principal Singapore offices of DBS Bank Ltd.; or

(c) any other Singapore Dollar or US Dollar denominated account of the Borrower with the principal Singapore offices of DBS Bank Ltd.,

in each case which is, or will be, the subject of the Debenture.

“ Financing Costs ” means, in respect of any period, the aggregate of:

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(a) amounts in the nature of interest paid or payable by the Borrower under this Agreement (including default interest and sums payable under Clauses 13 ( Interest ), 14 ( Interest Periods ) and 15 ( Changes to the calculation of interest ));

(b) all bank guarantee fees or commissions paid or payable by the Borrower under this Agreement (including guarantee fees payable under Clause 16.6 ( Fee payable in respect of Bank Guarantees ));

(c) all Ancillary Facility fees paid or payable by the Borrower under the Ancillary Facility Documents;

(d) all standby, agency and other fees, commissions, costs and expenses and other payments not in the nature of principal paid or payable by the Borrower under this Agreement, the Fee Letters or any other Finance Document, including all underwriting and arranger fees and legal costs and expenses incurred in connection therewith; and

(e) net payments paid or payable by the Borrower under the Hedging Documents (expressed as a positive number).

“ Financing Principal ” means, in respect of any period, the aggregate of amounts in the nature of principal paid or payable by the Borrower under this Agreement or the Ancillary Facility Documents during that period.

“ First Financing Contributions ” means the amount of the equity and/or subordinated debt contributions (including the Initial Sponsor Equity Contribution) that the Sponsor and/or HoldCo will make to the Borrower on or before the later of 31 December 2007 and the First Utilisation Date and which will be applied by the Borrower towards refinancing the Existing Bridge Debt and funding Project Costs.

“ First Repayment Date ” means 31 March 2011.

“ First Utilisation Date Funds Flow Memorandum ” means funds flow memorandum in the Agreed Form containing details of the funds flow on the First Utilisation Date.

“ First Utilisation Date ” means the Utilisation Date of the First Utilisations.

“ First Utilisations ” means all initial Utilisations of Facility A and Facility C requested by the Borrower to be made on the same Utilisation Date pursuant to Utilisation Requests delivered by the Borrower to the Agent in accordance with this Agreement, so that:

(a) the aggregate amount of the Facility A Loans (plus the First Financing Contributions) is sufficient to refinance the Existing Bridge Debt; and

(b) the Bank Guarantees are sufficient to satisfy the Security Deposit.

“ Force Majeure Event ” means, with respect to the Integrated Resort Project, any event that causes a delay in the construction of the Integrated Resort Project and is

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outside the reasonable control of any Material Project Party or the Sponsor but only to the extent:

(a) such event does not arise out of the gross negligence or wilful misconduct of any Material Project Party or the Sponsor; and

(b) such event consists of an act of God (such as tornado, flood, hurricane, typhoon, tsunami, earthquake etc.); fires and other casualties; strikes, lockouts or other labour disturbances (except to the extent taking place only at the site of the Integrated Resort Project); riots, insurrections or civil commotions; embargoes, shortages or unavailability of materials, supplies, labour, equipment and systems that first arise after the First Utilisation Date, but only to the extent caused by another act, event or condition covered by this paragraph (b); terrorism; sabotage; vandalism; acts, omissions to act, or failures to timely act by any Governmental Authority without justifiable cause (unless any Material Project Party or the Sponsor should, in the exercise of due diligence and prudent judgment, have anticipated such act, omission or failure and provided that each Material Project Party and the Sponsor shall have timely and properly submitted all applications, documents and other information required under the Commercial Documents or applicable law, statutes and regulations, to request, initiate, enable or procure such action or prevent such omission or failure); requirements of law, statutes and regulations enacted after the First Utilisation Date (unless any Material Project Party or the Sponsor should, in the exercise of due diligence and prudent judgment, have anticipated such enactment); orders or judgments; or any similar types of events beyond the reasonable control of the Borrower, provided that the Borrower has sought to mitigate the impact of the delay. In no event shall lack of funds be considered a Force Majeure Event.

“ Funding Shortfall ” means, at any time after the Effective Date, that the aggregate (without double counting) of:

(a) the amount which is then projected and estimated to be the maximum probable liability of the Borrower to make payments (whether past due and unpaid, current and due or future) in respect of Construction Costs in order to ensure that the final Temporary Occupation Permit is obtained (whether payable prior to, on or after the TOP Date of the final Temporary Occupation Permit); and

(b) the amount which is then projected and estimated to be the maximum probable liability of the Borrower to make all other payments (whether past due and unpaid, current and due or future), including Borrower’s Costs falling due (or which accrued) prior to the date on which the final Temporary Occupation Permit is obtained (whether payable prior to, on or after such date) (provided that such payments shall not include Financing Costs),

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exceeds S$7,314,000,000.

“ Funding Shortfall Account ” means a Singapore Dollar denominated account of the Borrower with the principal Singapore offices of DBS Bank Ltd. which is, or will be, the subject of the Debenture.

“ Funding Shortfall Amount ” means in relation to a Funding Shortfall:

(a) where the aggregate amount of all Funding Shortfalls (including the Funding Shortfall in question) which have not been actually incurred exceeds S$804,540,000, an amount which is equal to such excess; and

(b) if paragraph (a) above does not apply, the amount (if any) of the Funding Shortfall in question which has been actually incurred (or will be incurred within one Month of the relevant Utilisation Date).

“ GAAP ” means:

(a) in relation to the financial statements (consolidated if applicable) of the Borrower, generally accepted accounting principles, standards and practices applied in Singapore; and

(b) in relation to any other Obligor, generally accepted accounting principles, standards and practices applied in its jurisdiction of incorporation,

in each case, in effect at the relevant time.

“ Governmental Agency ” means any government or any governmental agency, semi- governmental or judicial entity or authority (including, without limitation, any stock exchange or any self-regulatory organisation established under any law or regulation).

“ Guarantee ” means any guarantee, bond, indemnity, counter-indemnity or similar instrument howsoever described issued by any person in respect of any obligation of any other person.

“ Guarantor ” means a Restricted Subsidiary which becomes a Guarantor in accordance with Clause 29 ( Changes to the Obligors ).

“ Hazardous Substance ” means any waste, pollutant, contaminant or other substance (including any liquid, solid, gas, ion, living organism or noise) that is harmful to human health or other life or the Environment or a nuisance to any person or the presence of which in the Environment may make the use or ownership of any affected land or property more costly.

“ Hedging Bank ” means a Lender (or an Affiliate of a Lender) which:

(a) provides the Borrower with any interest rate hedging required by paragraph (a) of Clause 26.9 ( Hedging ); and

(b) accedes as a Hedging Bank to the Intercreditor Agreement.

“ Hedging Documents ” means the documents entered into between the Borrower

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and a Hedging Bank for the purpose of implementing the hedging required by paragraph (a) of Clause 26.9 ( Hedging ).

“ HoldCo ” means:

(a) up to the HoldCo Transfer Date, Mauritius HoldCo and/or Singapore HoldCo (whether acting individually or together); and

(b) on and from the HoldCo Transfer Date, Singapore HoldCo.

“ HoldCo Subordinated Debt ” means unsecured Financial Indebtedness of HoldCo to Subordinated Creditors referred to in paragraph (b) of the definition of Subordinated Creditor:

(a) the proceeds of which are made available by HoldCo to the Borrower as Subordinated Debt or equity; and

(b) which, in the case of a Subordinated Creditor which is an Affiliate of the Borrower, provides for a rate of interest that does not exceed prevailing market rates for comparable subordinated debt at the time the Financial Indebtedness is incurred.

“ HoldCo Transfer Date ” means the date on which Mauritius HoldCo has ceased to be a HoldCo in accordance with Clause 21 ( Changes to the Parties ) of the Sponsor Support Agreement.

“ Holding Company ” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

“ Hong Kong Dollars ” or “ HK$ ” means Hong Kong dollars

“ Information Memorandum ” means the document in the form approved by the Borrower concerning the Borrower which, at the Borrower’s request and on its behalf, was prepared in relation to this transaction and distributed by the Arranger to selected financial institutions.

“ Insurance Report ” means the report by the Lenders’ Insurance Consultant relating to the Integrated Resort addressed to the Agent and the Arranger.

“ Insurances ” means all contracts and policies of insurance of any kind relating to the Integrated Resort Project taken out or, as the context requires, to be taken out from time to time and maintained, in each case, in accordance with Clause 26.21 ( Insurance ) by or on behalf of the Borrower, and such other policy or contract of insurance as the Agent and the Borrower agree shall be an Insurance.

“ Integrated Resort Project ” means the project of the Borrower for the Integrated Resort, as described in the Development Agreement and, when entered into, the Lease.

“ Integrated Resort Revenues ” means, in respect of any period, the aggregate of all actual sums of a revenue or income nature actually received (or, as the case may be,

but excluding (A) any of the revenues or income mentioned in this paragraph (a) received by or on behalf of the Borrower, any Restricted Subsidiary or (for the avoidance of doubt) any Excluded Subsidiary, in connection with the Retail Properties and/or the Car Park, to the extent only that they are the subject of a Permitted Refinancing, (B) any amounts of security deposits received under Occupational Leases (unless and until the Borrower or any Restricted Subsidiary has the right to retain such amounts for its own account and benefit), and (C) any service charge collected by the Borrower or a Restricted Subsidiary for which the same is distributed to employees of the Borrower or that Restricted Subsidiary;

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to be received) by or on behalf of the Borrower or any Restricted Subsidiary during that period including:

(a) all amounts payable to or for the benefit or account of the Borrower or any Restricted Subsidiary arising from or in connection with the Integrated Resort and the letting, use or occupation of the Properties (or any part of the Properties), including (without limitation and without double counting):

(i) Gross Revenues;

(ii) without limiting sub-paragraph (i) above, rents, hotel room revenues, Casino revenues, conference, meeting, convention and exhibition facilities’ revenues, licence fees and equivalent sums reserved or made payable;

(iii) any premium paid on the amount of any Occupational Lease;

(iv) any other monies payable in respect of use and/or occupation of the Integrated Resort Project;

(v) proceeds of insurance in respect of loss of rent;

(vi) receipts from or the value of consideration given for the surrender or variation of any letting;

(vii) proceeds paid by way of reimbursement of expenses incurred, or on account of expenses to be incurred, in the management, maintenance and repair of, and the payment of insurance premiums for, the Properties;

(viii) proceeds paid for a breach of covenant under any Occupational Lease and for expenses incurred in relation to any such breach;

(ix) payments from a guarantor in respect of any of the items listed in this paragraph (a); and

(x) interest, damages or compensation in respect of any of the items in this paragraph (a),

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(b) any liquidated damages payable to the Borrower pursuant to the Material Construction Contracts in respect of any delay in achieving the Completion Date and/or the TOP Date of the final Temporary Occupation Permit;

(c) interest and other income in respect of funds standing to the credit of the Accounts;

(d) any income, receipts or realised gains (including those of a non-recurring or extraordinary nature) from any Cash Equivalent Investments or Permitted Investments; and

(e) any other income, receipts or realised gains (including those of a non-recurring or extraordinary nature) from whatever source and whether or not attributable to the Integrated Resort Project.

“ Intellectual Property Rights ” means all patents, designs, copyrights, trade marks, service marks, trade names, domain names, rights in know-how, any other intellectual property and any associated or similar rights anywhere in the world, and any interest in any of the foregoing (in each case, whether registered or unregistered and including any related licences and sub-licences of the same, applications and rights to apply for the same).

“ Intercreditor Agreement ” means the intercreditor agreement between the Obligors, the Finance Parties (other than the Arranger) and, when they accede, the Hedging Banks.

“ Interest Period ” means, in relation to a Loan, each period determined in accordance with Clause 14 ( Interest Periods ) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 13.3 ( Default interest ).

“ Investment ” means any investment, acquisition, capital contribution, joint venture, consortium, partnership or similar arrangement, whether as debt or equity, entered into or made (or to be entered into or made) by the Borrower or any Obligor in relation to any asset or business (other than any Aircraft/Watercraft or FF&E).

“ IR Project Vehicle ” means any retail, restaurant, clubs, entertainment or other similar offerings that form a part of (or are located in) the Integrated Resort operated by an Excluded Subsidiary funded as a Permitted Investment under paragraph (a)(i) of the definition of Permitted Investment, which the Borrower either directly or indirectly owns 100 per cent (or less) of the equity interests thereof.

“ Lease Document ” means:

(a) an Agreement for Lease; or

(b) an Occupational Lease.

“ Lease Event of Default ” means any “Event of Default” defined in the Lease.

“ Lender ” means a Facility A Lender, a Facility B Lender, a Facility C Lender or a

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Facility D Lender or a Permitted Sands Lender (provided that a Permitted Sands Lender which is a Lender shall not be entitled to vote as a Lender, a Finance Party or a Secured Party for the purposes of the Finance Documents and shall not be polled (or its interests taken into consideration) by the Agent, the Security Trustee or the Technical Bank, and its vote shall instead be exercised by the other Lenders on a pro rata basis.

“ Lenders ’ Construction Consultant ” means Woltrow Pte Ltd (trading as WT Partnership) or any other construction consultant as the Technical Bank may appoint from time to time to perform this role with the approval of the Majority Lenders and the Borrower.

“ Lenders ’ Construction Consultant Agreement ” means:

(a) the Consultancy Agreement made between Woltrow Pte Ltd (trading as WT Partnership) and the Technical Bank; and

(b) any replacement agreement between the Lenders’ Construction Consultant and the Technical Bank, in the Agreed Form.

“ Lenders ’ Construction Consultant ’s Certificate ” means a certificate from the Lenders’ Construction Consultant substantially in the form set out in Part I of Schedule 8 ( Form of Lenders’ Construction Consultant’s Certificate ).

“ Lenders ’ Construction Consultant ’s Termination Date ” means the later of:

(a) the Total Construction Costs Termination Date; and

(b) the Operating Commencement Date.

“ Lenders ’ Consultants ” means:

(a) the Lenders’ Construction Consultant;

(b) the Lenders’ Insurance Consultant; and

(c) the persons preparing the Environmental Report and the Valuation Report.

“ Lenders ’ Insurance Consultant ” means Kornreich-NIA or any other insurance consultant as the Agent may appoint from time to time to perform this role with the approval of the Majority Lenders and the Borrower.

“ Lessor ” means the Singapore Tourism Board.

“ Liabilities ” means all present and future moneys, debts and liabilities due, owing or incurred by the Borrower to any Secured Party under or in connection with any Finance Document or Hedging Document (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently and whether as principal, surety or otherwise).

“ Loan ” means a Facility A Loan, a Facility B Loan, a Facility D Loan or a Swingline Loan.

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“ LTA Agreement ” means, the Agreement for Provision of Proposed Rapid Transit System and Roadworks at Marina Bay dated 21 August 2006 made between the Borrower and the Land Transport Authority of Singapore.

“ Main Contractor ” means each contractor party to a Main Construction Contract (and any successor contractor), in each case being a reputable contractor.

“ Main Construction Contract ” means each of the following contracts entered into by the Borrower with any firm of contractors for the designing, development, construction, equipping, fitting out and completion of the Integrated Resort Project (or any part of it) on the Properties:

(a) each contract listed in Schedule 13 ( Main Construction Contracts );

(b) if not already listed in paragraph (a) above, each construction contract for a contract value of at least S$75,000,000;

(c) each contract (not being a construction contract) for a contract value of at least S$50,000,000; and

(d) each other contract designated as such by the Agent and the Borrower.

“ Majority Facility A Lenders ” means, at any time, the Majority Lenders calculated, for the purpose of this definition, by excluding the Facility B Loans, the Facility B Commitments, the Bank Guarantees, the Facility C Commitments, the Facility D Loans and the Facility D Commitments .

“ Majority Facility B Lenders ” means, at any time, the Majority Lenders calculated, for the purpose of this definition, by excluding the Facility A Loans, the Facility A Commitments, the Bank Guarantees, the Facility C Commitments, the Facility D Loans and the Facility D Commitments.

“ Majority Facility C Lenders ” means, at any time, the Majority Lenders calculated, for the purpose of this definition, by excluding the Facility A Loans, the Facility A Commitments, the Facility B Loans, the Facility B Commitments, the Facility D Loans and the Facility D Commitments .

“ Majority Facility D Lenders ” means, at any time, the Majority Lenders calculated, for the purpose of this definition, by excluding the Facility A Loans, the Facility A Commitments, the Facility B Loans, the Facility B Commitments, the Bank Guarantees and the Facility C Commitments .

“ Majority Lenders ” means a Lender or Lenders whose Available Commitments and participations in the Utilisations then outstanding aggregate more than 50 per cent. of the Available Facilities and all the Utilisations then outstanding. For the purposes of this definition:

(a) the provisions of Clause 10.6 ( Adjustments to Facility D Commitment ) shall not apply;

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(b) any Permitted Sands Lender which is a Lender shall not be entitled to vote and shall not be polled (or its interests taken into consideration) by the Agent, the Security Trustee or the Technical Bank for the purposes of this definition, and its vote shall instead be exercised by the other Lenders on a pro rata basis; and

(c) to the extent set out in (and in accordance with) Clause 2.3 ( Non-Funding Lender ), any Non-Funding Lender shall not be entitled to vote and shall not be polled (or its interests taken into consideration) by the Agent, the Security Trustee or the Technical Bank for the purposes of this definition, and its vote shall instead be exercised by the other Lenders on a pro rata basis.

“ Margin ” means 2.25 per cent. per annum.

“ Market Report ” means the report by Alea Advisors in relation to the markets in which the businesses comprising the Integrated Resort operate addressed to the Borrower and the Sponsor.

“ Material Adverse Effect ” means a material adverse effect on or material adverse change in:

(a) the consolidated financial condition, assets or business of the Borrower Group taken as a whole;

(b) the Integrated Resort Project, taken as a whole;

(c) the ability of the Borrower to perform and comply with its payment or other material obligations under any Finance Document to which it is a party, the Development Agreement or (once issued) the Lease;

(d) the ability of any Material Project Party (other than the Borrower) to perform and comply with its payment or other material obligations under any Finance Document to which it is a party; or

(e) the ability of any Finance Party to enforce the payment or other material obligations of each Material Project Party under the Finance Documents to which that Material Project Party is a party or the ability of any Finance Party to enforce any of their respective rights or remedies under any Finance Document.

“ Material Construction Contracts ” means:

(a) the Main Construction Contracts; and

(b) all other material contracts from time to time entered into by the Borrower with any firm of contractors for the designing, development, construction, equipping, fitting out and completion of the Integrated Resort Project (or any part of it) on the Properties.

“ Material Project Party ” means:

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(a) any Obligor; and

(b) until such time as it has no actual or contingent obligation or liability under the Sponsor Support Agreement, HoldCo.

“ Mauritius HoldCo ” means Sands Mauritius Holdings, registration number 58280C1/GBL, a corporation duly incorporated and validly existing under the law of the Republic of Mauritius.

“ Milestones ” means the completion of the following aspects of the Integrated Resort Project by the following dates:

(a) all substructure works on or before 28 February 2010;

(b) all superstructure works on or before 30 September 2010; and

(c) all weather tight works (including cladding walls and roof) on or before 1 December 2010.

“ Month ” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a) if the numerically corresponding day is not a Business Day, that period shall end on the next succeeding Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; and

(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month.

“ Mortgage ” means a mortgage over the Properties security document between the Borrower and the Security Trustee, initially executed in escrow pursuant to Clause 4.1 ( Initial conditions precedent ).

“ Net Sale Proceeds ” has the meaning given to it in paragraph (a) of Clause 12.5 ( Mandatory prepayment from Net Sale Proceeds ).

“ Non-Consenting Lender ” has the meaning given to it in paragraph (l) of Clause 40.2 ( Exceptions ).

“ Non-Funding Lender ” means any Lender under a Facility which has failed to make or participate in a Utilisation as required by this Agreement.

“ Non-Funding Lender Amount ” means in relation to a Non-Funding Lender, the amount of any Utilisation or any participation in any Utilisation that such Non-Funding Lender has not made available.

“ Obligor ” means the Borrower or a Guarantor.

“ Occupational Lease ” means any occupational lease or licence or other right of occupation to which the Retail Properties (or any part of the Retail Properties) may be

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subject from time to time.

“ Offshore Collection Account ” means each account of the Borrower with a bank located in jurisdiction other than Singapore (which such bank must be an Arranger (or an Affiliate of an Arranger), to the extent it has an office in that jurisdiction and is able to provide the banking/cash management services required by the Borrower on customary market terms) into which Integrated Resort Revenues will be deposited and designated as an “Offshore Collection Account” by the Borrower and Agent, provided that:

(a) the Borrower shall promptly provide the Agent with details of such account; and

(b) where the aggregate amount standing to the credit of such account and all such other accounts (whether in that jurisdiction or otherwise) located outside of Singapore, is in excess of S$35,000,000 (such excess amount, the “ Excess Credit Amount ”) or its equivalent in any other currency or currencies, the Borrower shall either:

(i) to the extent possible under the laws of the relevant jurisdictions, execute first fixed (or equivalent) security documents (governed by the law of such jurisdictions) over such accounts in favour of the Security Trustee, in form and substance reasonably satisfactory to the Agent, so as to ensure that amounts deposited in such accounts in aggregate equal to the Excess Credit Amount are secured to the Finance Parties; or

(ii) if the execution of any document referred to in sub-paragraph (i) above is not possible or where the Majority Lenders otherwise consent (such consent not to be unreasonably withheld), ensure that such accounts are the subject of the Debenture, by delivering to the Security Trustee, all notices signed by the Borrower and an acknowledgement of each such notice by the bank with whom such account is opened, as required by the Debenture.

“ Offshore Collection Account Security ” means each security document (other than the Debenture) executed by the Borrower as security over an Offshore Collection Account.

“ On-Site Cash ” means, from and after the Operating Commencement Date, amounts held in cash for the Integrated Resort in connection with and necessary for the ordinary course of operations of the Casino and the Integrated Resort, which the Borrower reasonably believes is prudent and appropriate to maintain sufficient liquidity and working capital of the Integrated Resort consistent with the past practice of the Sponsor and its Affiliates, as reasonably certified by the Borrower to the Agent.

“ Operating Commencement Date ” means the date that the casino, hotel, meeting,

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incentive travel, convention and exhibition facilities of the Integrated Resort and at least 50 per cent. (by lettable floor area) of the Retail Properties have commenced operations.

“ Operating Costs ” means, for any period after the Operating Commencement Date, all costs, expenses and fees (without double counting) properly incurred by the Borrower during such period in connection with the operation and maintenance of the Integrated Resort, but excluding any Construction Costs, Borrower’s Costs, Financing Costs and Financing Principal.

“ Original Facility A Lender ” means a Lender listed in Part II of Schedule 1 ( The Original Facility A Lenders ) as having a Facility A Commitment.

“ Original Facility B Lender ” means a Lender listed in Part III of Schedule 1 ( The Original Facility B Lenders ) as having a Facility B Commitment.

“ Original Facility C Lender ” means a Lender listed in Part IV of Schedule 1 ( The Original Facility C Lenders ) as having a Facility C Commitment.

“ Original Facility D Lender ” means a Lender listed in Part V of Schedule 1 ( The Original Facility D Lenders ) as having a Facility D Commitment.

“ Original Financial Statements ” means in relation to the Borrower, the audited financial statements of the Borrower for the financial year ended 31 December 2006.

“ Original Swingline Lender ” means a Lender listed in Part VI of Schedule 1 ( the Original Swingline Lenders ) as having a Swingline Commitment.

“ Party ” means a party to this Agreement.

“ Payment Evidence ” means, in relation to any Borrower’s Costs, (i) a report setting out each person to whom such Borrower’s Costs are payable, (ii) the amount payable to each such person and (iii) a payroll report evidencing the most recent total payroll payment.

“ Perfection Requirements ” means:

(a) in relation to each of the Mortgage, Debenture and Intercreditor Agreement, in each case, when executed and delivered, the payment of stamp tax in Singapore;

(b) in relation to the Mortgage, when executed, delivered and dated, its registration with the Singapore Land Authority;

(c) in relation to each Security Document (other than the Intercreditor Agreement), in each case, when executed and delivered, its registration as a charge against the Borrower at the Accounting and Corporate Regulatory Authority in Singapore, and any notification or other requirements as may be required by the terms of that document; and

(d) in relation to each Offshore Collection Account Security, when executed and

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delivered, any registration, notification or other requirements as may be required by the terms of that document.

“ Permitted Aircraft/Watercraft Indebtedness ” means any Financial Indebtedness incurred or to be incurred by any Affiliate of the Borrower:

(a) for the purpose of:

(i) financing the acquisition, lease, equipping or charter of Aircraft/Watercraft by that Affiliate;

(ii) refinancing any Financial Indebtedness referred to in sub-paragraph (i) above; and/or

(iii) financing the working capital requirements of that Affiliate with respect to such Aircraft/Watercraft;

(b) which, when aggregated with all Financial Indebtedness described in this definition then outstanding, does not exceed S$300,000,000 (or its equivalent in any other currency or currencies);

(c) which, on the date it is incurred, no Event of Default is continuing or would reasonably be expected to result from the incurring of such Financial Indebtedness; and

(d) a reasonable summary of which will be supplied to the Agent within ten Business Days of the Borrower issuing a Guarantee in respect of such Financial Indebtedness.

“ Permitted Aircraft/Watercraft Security ” means any Security created or to be created by an Affiliate of the Borrower over or affecting any Aircraft/Watercraft where:

(a) the purpose of such Security is to secure the Permitted Aircraft/Watercraft Indebtedness incurred by that Affiliate to acquire such aircraft or watercraft; and

(b) a reasonable summary of which will be supplied to the Agent within ten Business Days of that Affiliate incurring that Permitted Aircraft/Watercraft Indebtedness.

“ Permitted Corporate Restructuring ” means any solvent corporate restructuring or reorganisation of the Borrower (that complies with paragraph (b) of Clause 26.15 ( Merger )), Mauritius HoldCo and/or Singapore HoldCo, made principally for purposes of maximising its or their tax or corporate efficiency;

“ Permitted FF&E ” means FF&E:

(a) the acquisition of which by the Borrower or an Obligor is not financed or refinanced (whether in whole or in part) by any proceeds of the Facilities or Ancillary Facilities, provided that for the avoidance of doubt, FF&E may be initially financed with the proceeds of Facility B Loans and/or Facility D Loans,

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and then refinanced with Permitted FF&E Indebtedness;

(b) where the Security Trustee (or the Agent) has entered (or, within 21 days of the financing of such acquisition, will enter) into an intercreditor agreement with that seller or financier (as appropriate) of such FF&E (such intercreditor agreement to be in form and substance reasonably satisfactory to the Agent); and

(c) where the Borrower or the relevant Obligor has made all commercially reasonable efforts (as certified by the Borrower to the Agent) to create Security (to the extent practicable) over such FF&E in favour of the Security Trustee for the benefit of the Secured Parties, ranking in priority to all other interests other than those of the seller or financier (as appropriate) of such FF&E (provided that such commercially reasonable efforts shall not include the variation (in a manner adverse to the interests of the Borrower or that Obligor, including agreeing to any increase in pricing) of the most favourable terms that the Borrower is able to negotiate with the relevant seller or financier, assuming that such second ranking security in favour of the Secured Parties was not required).

“ Permitted FF&E Indebtedness ” means Financial Indebtedness incurred or to be incurred by the Borrower or any Obligor:


(i) financing its acquisition and/or installation of Permitted FF&E and Related FF&E Assets;

(ii) refinancing its acquisition and/or installation of FF&E and Related FF&E Assets (including any costs and expenses incurred in connection with such acquisition) originally financed by the Facilities or Ancillary Facilities and which, on the date of such refinancing, would become Permitted FF&E or Related FF&E Assets; or

(iii) refinancing any Financial Indebtedness referred to in sub-paragraphs (i) and (ii) above;

(b) which when aggregated with all Financial Indebtedness described in this definition then outstanding, does not exceed S$500,000,000 (or its equivalent in another currency or currencies) in outstanding principal;

(c) which, on the date it is incurred, no Event of Default is continuing or would reasonably be expected to result from the incurring of such Financial Indebtedness; and

(d) a reasonable summary of which (and any applicable Permitted FF&E Security) will be supplied to the Agent within ten Business Days of the Borrower incurring (or being contractually entitled to incur) such Financial Indebtedness.

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“ Permitted FF&E Security ” means any Security created or to be created by the Borrower or any Obligor over or affecting any Permitted FF&E and Related FF&E Assets, where:

(a) the purpose of such Security is to secure the Permitted FF&E Indebtedness incurred by the Borrower to acquire (or refinance the acquisition of) such Permitted FF&E and Related FF&E Assets; and

(b) the beneficiary of such Security has no right of recovery for any such Permitted FF&E Indebtedness against any Charged Assets (other than such Permitted FF&E and Related FF&E Assets),

and where that Permitted FF&E Indebtedness is described in paragraph (a)(ii) of the definition of Permitted FF&E Indebtedness, the Security Trustee shall (and is hereby instructed by the Lenders to) release (or reduce to second ranking) any Security Documents over such Permitted FF&E and Related FF&E Assets, at the cost and expense of the Borrower.

“ Permitted Investments ” means any Investment by the Borrower or any Obligor, that:

(a) when made at any time, comprise:

(i) Investments made through joint ventures, consortiums, partnerships or similar arrangements in businesses such as restaurants, clubs, retail and entertainment offerings that will form part of (or be located in) the Integrated Resort; and/or

(ii) Investments in projects that are ancillary (and of benefit) to the Integrated Resort, where:

(1) except for Investments pursuant to paragraph (b) below, the aggregate amount of cash (or cash equivalents) used to make all Investments described in this sub-paragraph (ii), does not exceed S$100,000,000 (or its equivalent in any other currency or currencies at the date the relevant Investment is made); and

(2) if made before the Operating Commencement Date, shall only be made if, at the time the Investments are made, all outstanding Funding Shortfall Amounts have been deposited in the Funding Shortfall Account or have been directly paid as incurred; or

(b) when made after the Operating Commencement Date, comprise Investments in projects that are ancillary (and of benefit) to the Integrated Resort, where:

(i) the aggregate amount of cash (or cash equivalents) used to make all Investments described in this paragraph (b), does not exceed S$300,000,000 (or its equivalent in any other currency or currencies at

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the date the relevant Investment is made); and

(ii) where the ratio of Debt to Consolidated Adjusted EBITDA on the last day of the Accounting Quarter immediately preceding the making of such Investments is lower than or equal to 3.5 to 1 (provided in respect of the Relevant Period to the end of each of the first Accounting Quarter, the second Accounting Quarter and the third Accounting Quarter after the Operating Commencement Date shall be deemed to be annualised by multiplying the Consolidated Adjusted EBITDA and those first, second and third Accounting Quarters, as applicable, by 4, 2 or 4/3 respectively),

and in each case under paragraphs (a)(ii) and (b) above, where:

(1) immediately following any Investments made after the Operating Commencement Date, the aggregate Capital Expenditure reserve of the Borrower is at least S$38,000,000 (or its equivalent in any other currency or currencies); and

(2) on the date the Investment it is made, no Event of Default is continuing.

“ Permitted Refinancing ” means Financial Indebtedness incurred or to be incurred by the Borrower:


(i) refinancing the Facilities; and/or

(ii) refinancing any Financial Indebtedness referred to in sub-paragraph (i) above;

(b) where, not later than ten Business Days before the date that the Financial Indebtedness is to be incurred, the Borrower delivers to the Agent:

(i) details of such Financial Indebtedness;

(ii) the amount of the Facilities (and the date on which they are) to be refinanced; and

(iii) in the case of paragraph (a)(i) above, a Valuation Report on the Retail Properties (or the relevant portion thereof) and/or the Car Park (or the relevant portion thereof), as applicable, and the Properties as a whole, addressed to the Agent and the Lenders, setting out the respective values of the Retail Properties (or the relevant portion thereof) and/or the Car Park (or the relevant portion thereof), as applicable, and the Properties as a whole;

(c) where, on the date the Financial Indebtedness is incurred, no Event of Default is continuing or would reasonably be expected to result from the incurring of such Financial Indebtedness;

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(d) where the Agent is reasonably satisfied that the Lessor and the relevant Governmental Agencies have approved such refinancing and the issue of separate strata title for the Retail Properties (or the relevant portion thereof) and/or Car Park (or the relevant portion thereof), as applicable, in a manner that the Agent is reasonably satisfied will not materially and adversely effect the interests of the Lenders (taken as a whole); and

(e) where the Agent is satisfied that the relevant portion of the proceeds from such Financial Indebtedness will be paid directly into the Prepayment Account (and be applied) in accordance with Clause 12.9 ( Prepayment Account ),

provided that Permitted FF&E Indebtedness shall not be counted as a Permitted Refinancing.

“ Permitted Refinancing Security ” means any Security created or to be created by the Borrower over or affecting the Retail Properties (or the relevant portion thereof) and/or the Car Park (or the relevant portion thereof) which are or will be the subject of a Permitted Refinancing, where:

(a) the purpose of such Security is to secure the Permitted Refinancing incurred by the Borrower in relation to the Retail Properties (or the relevant portion thereof) and/or the Car Park (or the relevant portion thereof);

(b) the Agent is reasonably satisfied that the part of the Retail Properties and/or the Car Park, if any, that continues to be financed by the Facilities, shall remain subject to the Security created by the relevant Security Documents;

(c) the Agent is reasonably satisfied that all the other Properties (other than the Retail Properties (or the relevant portion thereof) and/or Car Park (or the relevant portion thereof) subject to the Permitted Refinancing) shall remain subject to the Security created by the relevant Security Documents; and

(d) details (reasonably satisfactory to the Agent) of which have been supplied to the Agent,

and the Security Trustee shall (and is hereby instructed by the Lenders to) release any Security created by the Security Documents over the separate strata title issued for the Retail Properties and/or Car Park (or relevant parts thereof), which is to be made subject to such Permitted Refinancing Security, at the cost and expense of the Borrower.

“ Permitted Reorganisation ” means:

(a) an amalgamation, merger, liquidation, dissolution or corporate reconstruction (each a “ Reorganisation ” ) on a solvent basis of a member of the Borrower Group (other than the Borrower) where:

(i) all of the business and assets of that member of the Borrower Group, remain within the Borrower Group (and if that member of the Borrower

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Group was an Obligor immediately prior to such reorganisation being implemented, all of the business and assets of that member are retained by one or more other Obligors):

(ii) if it or its assets were subject to the Security Documents immediately prior to such reorganisation, the Security Trustee will enjoy the same or equivalent Security over the same assets, or as the case may be, over it or, where an Obligor is being dissolved or liquidated, its assets are passed up to its Holding Company; and

(iii) in the case of an amalgamation or merger, if such member of the Borrower Group is an Obligor, the surviving entity is an Obligor to at least the same extent as such first mentioned Obligor immediately prior to the said amalgamation, merger or corporate reconstruction;

(b) any incorporation of a Subsidiary, intra-Borrower Group transfer (other than one involving the Borrower, except to the extent permitted by paragraph (e) of Clause 26.4 ( Negative pledge )) or other step taken in connection with a proposed securitisation of the business of the Borrower Group, (other than one involving the Borrower, except to the extent permitted by paragraph (e) of Clause 26.4 ( Negative pledge )) (or any part thereof), and/or any other refinancing where it is intended that the proceeds thereof be used to prepay the Facilities in full, provided that, in each case, any such action would not reasonably be expected to materially and adversely affect the interests of the Finance Parties under the Finance Documents; or

(c) any other Reorganisation of one or more members of the Borrower Group (other than the Borrower) approved by the Majority Lenders (acting reasonably).

“ Permitted Sands Lender ” means any Affiliate of the Borrower that is permitted to make, purchase or invest in loans and has obtained all necessary Authorisations to do so.

“ Permitted Security ” means:

(a) in relation to all assets of an Obligor other than, in relation to the Borrower, the Properties:

(i) any lien arising by operation of law and in the ordinary course of business securing amounts not more than 30 days overdue (or contested in good faith by appropriate means prior to an order being made against the person contesting such amounts, so long as reserves or other appropriate provisions, if any, required by Singapore GAAP, shall have been made for any such contested amounts);

(ii) any retention of title arrangements and rights of set-off arising in the ordinary course of business with suppliers of goods to any Obligor;

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(iii) any Security created pursuant to any Finance Document;

(iv) any Security created with the consent of the Agent (acting on the instructions of the Majority Lenders);

(v) any attachment or judgment lien not constituting an Event of Default;

(vi) easements, rights-of-way, avagational servitudes, restrictions, encroachments, and other defects or irregularities in title and other similar charges or encumbrances, in each case, which either exist on the date of this Agreement or which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Obligor or result in a material diminution in the value the Charged Assets as security for the Liabilities;

(vii) liens arising from filing UCC financing statements or the Singapore equivalent relating solely to leases permitted by this Agreement;

(viii) licenses of patents, trademarks and other intellectual property rights granted by that Obligor in the ordinary course of business and not interfering in any material respect with the ordinary conduct of the business of any Obligor;

(ix) liens to secure a stay of process in proceedings to enforce a contested liability, or required in connection with the institution of legal proceedings or in connection with any other order or decree in any such proceeding or in connection with any contest of any tax or other governmental charge, or deposits with a governmental agency entitling the Borrower or any Obligor to maintain self-insurance or to participate in other specified insurance arrangements;

(x) leases or subleases, licenses or sublicenses or other types of occupancy agreements granted to third parties in accordance with any applicable terms of this Agreement and the Security Documents and not interfering in any material respect with the ordinary conduct of the business of the Borrower or any Obligor;

(xi) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property;

(xii) statutory liens of landlords, statutory liens of banks and rights of set-off, statutory liens of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other liens imposed by law, in each case incurred in the ordinary course of business or in connection with in the development or construction of the Integrated Resort Project (A) for amounts not yet overdue, (B) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess

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of 30 days) are being contested in good faith by appropriate proceedings prior to an order being made against the person contesting such amounts so long as such reserves or other appropriate provisions, if any, as shall be required by Singapore GAAP, shall have been made for any such contested amounts or (C) with respect to liens of mechanics, repairmen, workmen and materialmen, if such lien arises in the ordinary course of business or in the development or construction of the Integrated Resort Project, that Obligor has bonded such lien within a reasonable time after becoming aware of the existence thereof;

(xiii) liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of Financial Indebtedness), incurred in the ordinary course of business or in connection with the construction of the Integrated Resort Project (A) for the amounts not yet overdue, (B) for the amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five days) are being contested in good faith by appropriate proceedings or (C) with respect to liens of mechanics, repairmen, workmen and materialmen, if such lien arises in the ordinary course of business or in the construction of the Integrated Resort Project, and the Borrower has bonded such lien within a reasonable time after becoming aware of the existence thereof and which may be prior to the liens granted in favour of the Finance Parties;

(xiv) liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods and which may be prior to the liens granted in favor of the Secured Parties;

(xv) liens on property of a person existing at the time such person became a Restricted Subsidiary, is merged into or consolidated with or into, or wound up into, any member of the Borrower Group, provided that such liens were in existence prior to the consummation of, and were not entered into in contemplation of, such acquisition, merger or consolidation or winding up and do not extend to any other assets other than those of the person acquired by, merged into or consolidated with such member of the Borrower Group or such Restricted Subsidiary;

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(xvi) liens for taxes, assessments or governmental claims if the obligations with respect thereto are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted;

(xvii) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder;

(xviii) liens solely on any cash earnest money deposits made by any member of the Borrower Group in connection with any letter of intent or purchase agreement permitted under this Agreement;

(xix) licenses of patents, copyrights, trademarks and other intellectual property rights granted by the members of the Borrower Group in the ordinary course of business and not interfering in any material respect with the ordinary conduct of or materially detracting from the value of the business of such member of the Borrower Group;

(xx) liens in favor of an Obligor, provided that where such liens are over assets subject to any Security created by the Security Documents, such liens are made subject to such Security;

(xxi) any liens over any asset (other than the Development Agreement, the Lease and the Casino Licence), provided the aggregate value of assets permitted to be secured under this paragraph (a)(xxi) does not exceed S$29,000,000;

(xxii) the general right of set-off in favour of the Land Transport Authority of Singapore, set out in Clause 4 of the LTA Agreement; and

(xxiii) in connection with any defeasance of Subordinated Debt, liens in favour of the trustee on any amounts held in a defeasance account pursuant to a defeasance trust or similar agreement and any proceeds held in such account for the benefit of the holders of such Subordinated Debt; and

(b) in relation to the Properties, the items referred to in paragraphs (a)(i) to (a)(xi) above, (except in so far as it relates to statutory liens of banks and rights of set-off) paragraph (a)(xii) above, paragraph (a)(xiii) above, paragraph (a)(xiv) above, paragraph (a)(xvi) above, (in so far as it relates to the rights of the Lessor under the Development Agreement and, when issued, the Lease or the rights of any other Governmental Agency) paragraph (a)(xvii) above, paragraph (a)(xviii) above, paragraph (a)(xix) above and paragraph (a)(xxii) above.

“ Prepayment Account ” means a Singapore Dollar denominated account of the Borrower with the principal Singapore offices of a bank in Singapore (which must be an Arranger (or an Affiliate of an Arranger)) which is, or will be, the subject of the Debenture and designated as a “Prepayment Account” by the Borrower and the

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Agent.

“ Project Costs ” means, for any period, the following costs, expenses and fees (without double counting) from time to time properly incurred and payable by the Borrower, any Restricted Subsidiary or any Affiliate during such period in connection with the implementation of the Integrated Resort Project:

(a) Construction Costs;

(b) Borrowers’ Costs; and

(c) any other capital expenditure costs (excluding costs and expenses funded with Permitted FF&E Indebtedness), expenses or fees specifically approved as Project Costs (and whether payable prior to, on or after the Completion Date) by the Agent after consultation with the Borrower (subject to the approval of the Majority Lenders).

“ Project Document ” means:

(a) a Material Construction Contract; or

(b) a Construction Guarantee.

“ Project Utilisations ” means, at any time, the aggregate amount of all Utilisations and utilisations under the Ancillary Facilities (but excluding Bank Guarantees) made to finance or refinance Project Costs.

“ Properties ” means the properties set out in Schedule 6 ( Properties ).

“ Quantity Surveyor ” means Rider Levett & Bucknell or any other reputable firm of quantity surveyors which is a full member or fellow (but excluding honorary fellow) of the Singapore Institute of Surveyors and Valuers appointed by the Borrower in connection with the Integrated Resort Project.

“ Quantity Surveyor ’s Certificate ” means a certificate from the Quantity Surveyor substantially in the form of a Lenders’ Construction Consultant Certificate.

“ Quotation Day ” means, in relation to any period for which an interest rate is to be determined, two Business Days before the first day of that period.

“ Reference Banks ” means the principal Singapore offices of DBS Bank Ltd., Malayan Banking Berhad, Oversea-Chinese Banking Corporation Limited, Standard Chartered Bank and United Overseas Bank Limited or such other banks as may be appointed by the Agent in consultation with the Borrower.

“ Related FF&E Assets ” means, with respect to Permitted FF&E Indebtedness, each and every item or unit of equipment acquired with the proceeds thereof, each and every item or unit of equipment acquired by substitution or replacement thereof; all parts, components and other items pertaining to such property; all documents (including warehouse receipts, dock receipts, bills of lading and the like); all licenses, warranties, guarantees, service contracts and related rights and interests covering all

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or any portion of such property; and to the extent not otherwise included, all proceeds (including insurance proceeds) of any of the foregoing and all accessions to, substitutions and replacements for, and the rents, profits and products of, each of the foregoing (including collateral accounts) and such other collateral reasonably determined by the Agent in its reasonable discretion.

“ Relevant Construction Officer ” means:

(a) up to the Lenders’ Construction Consultant Termination Date, the Lenders’ Construction Consultant; and

(b) on and from such date, the Quantity Surveyor or the Architect.

“ Relevant Date ” has the meaning given to it in Clause 25.5 ( Financial definitions ).

“ Relevant Debt ” has the meaning given to it in Clause 25.5 ( Financial definitions ).

“ Relevant Period ” has the meaning given to it in Clause 25.5 ( Financial definitions ).

“ Repayment Date ” means the First Repayment Date and each date falling at three monthly intervals thereafter ending with the Termination Date.

“ Repeating Representations ” means:

(a) each of the representations set out in Clauses 23.1 ( Status ) to 23.4 ( Power and authority ), paragraph (a) of 23.7 ( No default ), paragraph (a) of 23.8 ( Information ), 23.9 ( Financial condition ) to 23.17 ( Environmental releases ) and 23.20 ( No Financial Indebtedness or Security ) to 23.24 ( Material Adverse Effect ); and

(b) each of the representations expressed to be a repeating representation under the terms of any other Finance Document.

“ Reports ” means the documents listed in paragraph 4 of Part I of Schedule 2 ( Conditions Precedent to Initial Utilisation ).

“ Restricted Person ” means:

(a) any person that owns or operates a casino located in Singapore, Macau, the United Kingdom, or the States of Nevada, New Jersey, Massachusetts, Michigan, Kansas or Pennsylvania, or any other jurisdiction in which Borrower or any of its Subsidiaries has obtained or applied for a gaming licence (or is an Affiliate of such a Person); provided that a passive investment constituting less than ten per cent. of the common stock of any such casino shall not constitute ownership thereof for the purposes of this definition;

(b) any person that owns or operates a convention, trade show, conference center or exhibition facility in Singapore, Macau, the United Kingdom, Hungary, Las Vegas, Nevada or Clark County, Nevada or the States of Kansas, New Jersey, Massachusetts, Michigan or Pennsylvania, or any other jurisdiction in which Borrower or any of its Subsidiaries owns, operates or is

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developing a convention, trade show, conference center or exhibition facility (or an Affiliate of such a Person); (provided that a passive investment constituting less than ten per cent. of the common stock of any such convention or trade show facility shall not constitute ownership for the purpose of this definition; or

(c) any union pension fund or Affiliate thereof; provided that any intermingled fund or managed account which has as part of its assets under management the assets of a union pension fund shall not be disqualified from being an Eligible Lender hereunder so long as the manager of such fund is not controlled by a union or a union does not own ten per cent. or more of the assets of such fund.

“ Restricted Subsidiary ” means a Subsidiary of the Borrower that is not an Excluded Subsidiary, whether existing on the date of this Agreement or subsequently formed or acquired.

“ Restricted Subsidiary Debenture ” means a fixed and floating charge security document between a Restricted Subsidiary and the Security Trustee in respect of the assets of that Restricted Subsidiary (but excluding any assets comprising capital stock or other equity interests owned by such Restricted Subsidiary and other assets that the Majority Lenders may agree (acting reasonably) to exclude), in form and substance reasonably satisfactory to the Agent.

“ Retail Properties ” means the Marina Bay Sands Shoppes, a contemplated enclosed air conditioned area located within the Integrated Resort low rise buildings occupying Basement 2, Basement 1, B2 Mezzanine and Level 1 consisting of several hundred retail outlets with accompanying food precinct and public thoroughfares, together with any other retail and/or restaurant areas located within the Integrated Resort.

“ Revenue Account ” means an account of the Borrower with the principal Singapore offices of a bank in Singapore (which must be an Arranger (or an Affiliate of an Arranger)) which is, or will be, the subject of the Debenture and designated as a “Revenue Account” by the Borrower and the Agent.

“ Revolving Loan ” means a Facility D Loan or a Swingline Loan.

“ Rollover Termination Event ” means an Acceleration Date occurs.

“ Screen Rate ” means the rate per annum (expressed as a percentage) for the relevant period appearing under the caption “ASSOCIATION OF BANKS IN SINGAPORE SIBOR AND SWAP OFFER RATES AT 11 A.M. SINGAPORE TIME” and the column headed “SGD SWAP OFFER” on the page “ABSIRFIX01” of the Reuters Monitor Money Rates Services (or such other page as may replace that page for the purpose of displaying the swap offer rates of leading reference banks). If the agreed page is replaced or service ceases to be available, the Agent may specify another page or service displaying the appropriate rate after consultation with the

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Borrower and the Lenders.

“ Secured Party ” means a Finance Party or a Hedging Bank.

“ Security ” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“ Security Deposit ” means the sum of S$192,604,530, being the amount of the security deposit to be paid to the Lessor by way of cash or Bank Guarantees in accordance with the Development Agreement.

“ Security Documents ” means the Assignment of Development Agreement, the Assignment of Insurances, the Assignment of Proceeds, the Assignment of Project Documents, the Assignment of LTA Agreement, the Debenture, the Mortgage, the Intercreditor Agreement, each Subordination Agreement, each Offshore Collection Account Security, each Restricted Subsidiary Debenture and any other security or other document that may at any time be given as security for any of the Liabilities pursuant to or in connection with any Finance Document.

“ Selection Notice ” means a notice substantially in the form set out in Part III of Schedule 3 ( Selection Notice applicable to a Term Loan ) given in accordance with Clause 13 ( Interest ) in relation to a Loan.

“ Shareholder Contribution ” means, without double counting, a First Financing Contribution, a HoldCo Financing Contribution, a HoldCo Project Contribution, a Sponsor Financing Contribution, a Sponsor Project Contribution or the Initial Sponsor Equity Contribution.

“ Singapore Dollars ” or “ S$ ” means Singapore Dollars.

“ Singapore Gaming Authority ” has the meaning given to it in Clause 45 ( Gaming Authorities ).

“ Singapore HoldCo ” means MBS Holdings Pte. Ltd., registration number 200717802N, a corporation duly incorporated and validly existing under the law of Singapore.

“ Specified Time ” means a time determined in accordance with Schedule 5 ( Timetables ).

“ Sponsor ” means, until such time as it has no actual or contingent obligations or liability under the Sponsor Support Agreement, Las Vegas Sands Corp., corporate identification number C21244-2004, a corporation incorporated under the laws of the State of Nevada, United States of America.

“ Sponsor Group ” means the Sponsor and its Subsidiaries for the time being.

“ Sponsor Support Agreement ” means the sponsor support agreement between the Borrower, the Sponsor, HoldCo and the Security Trustee.

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“ Subordinated Bond ” means an unsecured subordinated bond or an unsecured senior subordinated bond issued or to be issued by the Borrower, the terms of which:

(a) expressly provide, to the reasonable satisfaction of the Agent, that all payments thereunder are subordinated, on customary terms for such bonds, in all respects to the Facilities and that such subordination obligations cannot be amended without the consent of the Finance Parties;

(b) expressly provide, to the reasonable satisfaction of the Agent, (i) that the Finance Parties shall have enforceable third party rights in respect of such subordination obligations and (ii) for customary amendment restrictions; and

(c) are in form and substance reasonably satisfactory to the Agent,

and the Borrower shall provide to the Agent:

(A) certified copies of such bonds (and all other documents setting out the terms of such bonds); and

(B) all such legal opinions as the Agent may reasonably request in connection with such bonds.

“ Subordinated Creditor ” means:

(a) the Sponsor, each Subsidiary of the Sponsor which is a Holding Company of the Borrower; or

(b) any other person, not being a person described in paragraph (a) above that extends unsecured Financial Indebtedness to the Borrower, an Obligor, or (in the case of Holdco Subordinated Debt) Holdco.

“ Subordinated Debt ” means unsecured Financial Indebtedness of the Borrower or an Obligor (including under any Designated RPS issued by the Borrower or that Obligor) to a Subordinated Creditor:

(a) subordinated pursuant to a Subordination Agreement or a Subordinated Bond, to all amounts which may be or become payable to the Finance Parties under the Finance Documents;

(b) which provides for a market rate of interest (or a lower rate of interest); and

(c) where (until the date on which no further Construction Costs are (or will become) payable (as certified to the Agent by the Relevant Construction Officer)), immediately following the making of such Financial Indebtedness, the ratio of Relevant Debt to Total Project Related Costs will not be more than 0.8 to 1.

“ Subordination Agreement ” means:

(a) the Sponsor Support Agreement; or

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(b) a subordination agreement between a Subordinated Creditor, the Borrower (or the relevant Obligor) and the Security Trustee, in form and substance reasonably satisfactory to the Security Trustee, and the Borrower shall provide (or procure the provision) to the Agent all such legal opinions, consents, assurances, resolutions and other documents as the Agent may reasonably request in connection with that subordination agreement.

“ Subsidiary ” means in relation to any company or corporation (a “ holding company ”), a company or corporation:

(a) which is controlled, directly or indirectly, by the holding company;

(b) more than half the issued share capital of which is beneficially owned, directly or indirectly, by the holding company; or

(c) which is a Subsidiary of another Subsidiary of the holding company,

and, for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to determine the composition of the majority of its board of directors or equivalent body.

“ SWAP Rate ” means, in relation to any Loan or Unpaid Sum:

(a) the applicable Screen Rate as of the Specified Time on the Quotation Day for the displaying of the swap rate for a period comparable to the Interest Period for that Loan or Unpaid Sum; or

(b) (if no Screen Rate is available for the Interest Period of that Loan or Unpaid Sum) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by the Reference Banks to leading banks in the Singapore interbank market, to be in relation for the Interest Period for that Loan or Unpaid Sum equal to Y (rounded upwards to four decimal places) calculated in accordance with the following formula: Y = (R x 365 ) + (F x 36500 ) + (F x R x 365 ) 360 S N S 360

where:

F = the premium (being a positive number) or the discount (being a negative number), as the case may be, which would have been paid or received by such Reference Bank in offering to sell US Dollars forward in exchange for the Singapore Dollars on the last day of that Interest Period in the Singapore foreign market as of the Specified Time on the Quotation Day;

S = the exchange rate at which such Reference Bank sells US Dollars spot in exchange for Singapore Dollars in the Singapore foreign

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exchange market, as quoted by such Reference Bank as of the Specified Time on the Quotation Day;

R = the rate at which such Reference Bank is offering US Dollar deposits for that Interest Period in an amount comparable to the US Dollar equivalent of that Loan or Unpaid Sum (such US Dollar equivalent to be determined by such Reference Bank at such rate or rates as such Reference Bank reasonably determines to be most appropriate) to leading banks in the Singapore interbank market as of the Specified Time on the Quotation Day; and

N = the actual number of days in that Interest Period.

“ Swingline Commitment ” means:

(a) in relation to a Swingline Lender on the date of this Agreement, the amount in Singapore Dollars set opposite its name under the heading “Swingline Commitment” in Part VI of Schedule 1 ( The Original Swingline Lenders ) and the amount of any other Swingline Commitment transferred to it under this Agreement; and

(b) in relation to any other Swingline Lender, the amount of any Swingline Commitment transferred to it under this Agreement,


“ Swingline Facility ” means the Singapore Dollar swingline loan facility made available under this Agreement as described in Clause 9 ( Swingline Loans ).

“ Swingline Lender ” means:

(a) any Original Swingline Lender; or

(b) any Eligible Lender which has become a Party in accordance with Clause 28 ( Changes to Lenders ) and which is transferred an interest in the Swingline Facility,


“ Swingline Loan ” means a loan made or to be made under the Swingline Facility or the principal amount outstanding for the time being of that loan.

“ Swingline Rollover Loan ” has the meaning given to it in paragraph (a)(vi) of Clause 8.1 ( General ).

“ Tax ” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“ Temporary Occupation Permit ” means a temporary occupation permit or permits

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issued by the Building and Construction Authority pursuant to the Building Control Act, Chapter 29 of Singapore for occupation of any part or all of the buildings on the Properties.

“ Term Loan ” means a Facility A Loan or a Facility B Loan or both.

“ Term Loan Commitment ” means a Facility A Commitment or a Facility B Commitment.

“ Term Loan Facility ” means Facility A or Facility B or both.

“ Term Loan Facility Repayment Dates ” means each date specified in Schedule 11 ( Repayment Schedule for Term Loans ).

“ Term Loan Facility Repayment Instalment ” means each instalment for repayment of the Term Loans specified in Schedule 11 ( Repayment Schedule for Term Loans ).

“ Term Loan Lender ” means a Facility A Lender or a Facility B Lender or both.

“ Termination Date ” means in relation to each Facility and Ancillary Facility, 31 March 2015.

“ TOP Date ” means the date on which a Temporary Occupation Permit is issued.

“ Total Ancillary Commitments ” means the aggregate of the Ancillary Commitments, being S$200,000,000 at the date of this Agreement.

“ Total Ancillary Limit ” means S$200,000,000 or, if less, the Total Facility D Commitments.

“ Total Commitments ” means the aggregate of the Total Facility A Commitments, the Total Facility B Commitments, the Total Facility C Commitments, the Total Facility D Commitments and the Total Ancillary Commitments, being S$5,442,604,530 at the date of this Agreement.

“ Total Construction Costs Termination Date ” means the earlier of:

(a) the date on which no further Construction Costs are (or will become) payable, as certified to the Agent by the Relevant Construction Officer; and

(b) the date on and from which the Borrower will not make any further drawings under the Facilities or the Ancillary Facilities to finance or refinance Construction Costs (as certified to the Agent by an authorised officer or authorised signatory of the Borrower).

“ Total Facility A Commitments ” means the aggregate of the Facility A Commitments, being S$2,000,000,000 at the date of this Agreement.

“ Total Facility B Commitments ” means the aggregate of the Facility B Commitments, being S$2,750,000,000 at the date of this Agreement.

“ Total Facility C Commitments ” means the aggregate of the Facility C Commitments, being S$192,604,530 at the date of this Agreement.

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“ Total Facility D Commitments ” means the aggregate of the Facility D Commitments, being S$500,000,000 at the date of this Agreement.

“ Total Financing Contributions ” means at any particular time the aggregate (without double counting) of all Financing Contributions at that time.

“ Total Project Related Costs ” means at any particular time before the Total Construction Costs Termination Date, the aggregate of all Project Costs and all costs and expenses (including acquisition costs) funded with Permitted FF&E Indebtedness incurred at that time.

“ Transaction Documents ” means the Finance Documents, the Commercial Documents and the Project Documents.

“ Transfer Certificate ” means a certificate substantially in the form set out in Schedule 4 ( Form of Transfer Certificate) or any other form agreed between the Agent and the Borrower.

“ Transfer Date ” means, in relation to a transfer, the later of:

(a) the proposed Transfer Date specified in the Transfer Certificate; and

(b) the date on which the Agent executes the Transfer Certificate.

“ Unpaid Sum ” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“ US Dollars ” or “ US$ ” means United States dollars.

“ Utilisation ” means a Loan or a Bank Guarantee (but not a utilisation of an Ancillary Facility).

“ Utilisation Date ” means the date on which a Utilisation is, or is to be, made.

“ Utilisation Request ” means (in relation to a Loan (other than a Swingline Loan)) a notice substantially in the form set out in Part I of Schedule 3 ( Utilisation Request — Loans ), (in relation to a Bank Guarantee) a notice substantially in the form set out in Part II of Schedule 3 ( Utilisation Request — Bank Guarantee ) or (in relation to a Swingline Loan) a notice substantially in the form set out in Part IV of Schedule 3 ( Utilisation Request - Swingline Loan ).

“ Valuation Report ” means in relation to the Properties (or any part of the Properties), a full valuation report (or in relation to Clause 24.17 ( Valuation Reports ), a desk-top valuation report) carried at the cost and expense of the Borrower, specifying value (being (a) prior to the Operating Commencement Date, the gross development value and (b) on and from the Operating Commencement Date, the “as is” value) of the Properties (or that part of the Properties), carried out by an Approved Valuer in accordance with standards and practices for the time being accepted in the professional valuer’s profession in Singapore, such valuation to be addressed to the Agent and the Lenders.

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“ Winding -up ” means one of the events or circumstances mentioned in paragraph (a)(i), (a)(ii) or (a)(iii) of Clause 27.8 (Insolvency proceedings) or any analogous procedure or step in any jurisdiction.

“ Withdrawal Request ” means a notice substantially in the form set out in Part VI of Schedule 3 ( Withdrawal Request ).

1.2 Development Agreement terms

Unless a contrary intention appears, the following words and expressions defined in the Development Agreement have the same meanings in this Agreement:

(a) Accepted Proposal;

(b) Casino;

(c) Casino Licence;

(d) Gross Revenues;

(e) Grant of Written Permission;

(f) Integrated Resort;

(g) IR;

(h) Land Premium;

(i) Lease;

(j) Notice of Approval;

(k) Permit to Carry Out Building Works;

(l) Planning Permission; and

(m) RFP.

1.3 Intercreditor Agreement terms

Unless a contrary indication appears, the following words and expressions defined in the Intercreditor Agreement have the same meanings in this Agreement:

(a) Enforcement Action; and

(b) Final Discharge Date.

1.4 Sponsor Support Agreement terms

Unless a contrary indication appears, the following words and expressions defined in the Sponsor Support Agreement have the same meanings in this Agreement:

(a) Final Discharge Date;

(b) HoldCo Financing Contribution;

(c) HoldCo Project Contribution;

(d) Initial Sponsor Equity Contribution;

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(e) Project Support Termination Date.

(f) Sponsor Financing Contribution; and

(g) Sponsor Project Contribution.

1.5 Construction

(a) Unless a contrary indication appears, any reference in this Agreement to:

(i) the “ Account Bank ”, the “ Agent ”, the “ Arranger ”, the “ Borrower ”, the “ Technical Bank ”, any “ Finance Party ”, any “ Lender ”, any “ Ancillary Lender ”, any “ Swingline Lender ”, any “ Hedging Bank ”, any “ Secured Party ”, “ Obligor ”, the “ Sponsor ”, “ HoldCo ”, any “ Material Project Party ”, any “ Party ” or the “ Security Trustee ” shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(ii) “ assets ” includes present and future properties, revenues and rights of every description;

(iii) the Borrower providing “ cash cover ” for a Loan, a Bank Guarantee or a contingent liability under an Ancillary Facility, means the Borrower paying an amount in the currency of the Loan, the Bank Guarantee or contingent liability (as the case may be) to an interest-bearing deposit account in the name of the Borrower (with interest accruing to the benefit of the Borrower) and the following conditions are met:

(A) the account is with the Security Trustee or, in relation to a Bank Guarantee, the relevant Facility C Lender or, in relation to an Ancillary Facility, the relevant Ancillary Lender;

(B) where the amount is being provided pursuant to paragraph (a) of Clause 25.3 ( Rectification ), withdrawals from the account may only be made pursuant to paragraph (b) of Clause 25.3 ( Rectification ) and in every other case, withdrawals from the account may only be made to pay a Finance Party amounts due and payable to it under this Agreement in respect of the relevant Loan, Bank Guarantee or contingent liability until no amount is or may become outstanding under that Loan, Bank Guarantee or Ancillary Facility; and

(C) if the Security Trustee, Facility C Lender or Ancillary Lender requires, the Borrower has executed a security document over that account, in form and substance satisfactory to the Security Trustee, the Facility C Lender or the Ancillary Lender with which that account is held, creating a first ranking security interest over that account;

(iv) any document being “ certified ” by the Borrower or to any “ certificate ” of the Borrower, means certification by a director, authorised officer, authorised signatory or (to the extent that he or she is authorised by the Borrower to give such certification) the company secretary of the Borrower ;

and the amount by which a Bank Guarantee or Ancillary Facility is repaid or prepaid under sub-paragraphs (x)(A) and (x)(B) above is the amount of the relevant cash cover or reduction;

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(v) “ documented ” in relation to costs and expenses, means the reasonable itemisation of such costs and expenses;

(vi) the “ equivalent ” in any currency (the “ first currency ”) of any amount in another currency (the “ second currency ”) shall be construed as a reference to the amount in the first currency which could be purchased with that amount in the second currency at the Agent’s spot rate of exchange for the purchase of the first currency with the second currency in the Singapore foreign exchange market at or about 11:00 a.m. on the applicable day (or at or about such time and on such date as the Agent may from time to time reasonably determine to be appropriate in the circumstances);

(vii) “ indebtedness ” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(viii) a “ person ” includes any relevant person, firm, company, corporation, limited liability company, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing;

(ix) a “ regulation ” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(x) the Borrower “ repaying ” or “ prepaying ” a Bank Guarantee or an Ancillary Facility means:

(A) the Borrower providing cash cover for that Bank Guarantee or Ancillary Facility;

(B) the maximum amount payable under the Bank Guarantee or Ancillary Facility being reduced in accordance with its terms; or

(C) the Facility C Lender that issued that Bank Guarantee or, as the case may be, the Ancillary Lender being reasonably satisfied that the Bank Guarantee or, as the case may be, Ancillary Facility has been released, cancelled or terminated and the Facility C Lender has no further liability under that Bank Guarantee or Ancillary Facility,

(xi) “ shares ” or “ share capital ” includes equivalent ownership interests (and “ shareholder ” and similar expressions shall be construed accordingly);

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(xii) a “ Transaction Document ” or any other agreement or instrument is a reference to that Transaction Document or other agreement or instrument as amended, novated, supplemented, extended, restated (however fundamentally and whether or not more onerous, and in the case of the Development Agreement or (once entered into) the Lease, shall include any written approval or understanding received by the Borrower from the Lessor that has the practical effect of amending or varying the terms of the Development Agreement or (once entered into) the Lease) or replaced and includes any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Transaction Document or other agreement or instrument;

(xiii) the Interest Period of a Bank Guarantee will be construed as a reference to the Term of that Bank Guarantee;

(xiv) a Utilisation made or to be made to the Borrower or borrowed by the Borrower, includes a Bank Guarantee;

(xv) a utilisation made or to be made by the Borrower or borrowed by the Borrower under an Ancillary Facility, includes any guarantee, bond or letter of credit issued on its behalf under that Ancillary Facility;

(xvi) a Lender funding its participation in a Utilisation includes a Lender issuing a Bank Guarantee;

(xvii) an Ancillary Lender funding a utilisation under an Ancillary Facility includes an Ancillary Lender issuing a guarantee, bond or letter of credit under an Ancillary Facility;

(xviii) amounts outstanding under this Agreement include amounts outstanding under any Bank Guarantee or Ancillary Facility;

(xix) an outstanding amount of a Bank Guarantee or Ancillary Facility at any time is the maximum amount that is or may be payable by the Borrower in respect of that Bank Guarantee or, as the case may be, Ancillary Facility at that time;

(xx) a provision of law is a reference to that provision as amended or re-enacted; and

(xxi) a time of day is a reference to Singapore time (unless otherwise stated).

(b) Clause and Schedule headings are for ease of reference only.

(c) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(d) A Default is “continuing” if it has not been remedied or waived.

1.6 Third Party Rights

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(a) Unless expressly provided to the contrary in this Agreement, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce or to enjoy the benefit of any term of this Agreement.

(b) Notwithstanding any terms of this Agreement the consent of any third party is not required for any variation (including any release or compromise of any liability under) or termination of this Agreement.

1.7 Eligible Lender

Each Original Lender confirms to the Borrower that, on the date of this Agreement, it is an Eligible Lender.

2. THE FACILITIES

2.1 The Facilities

Subject to the terms of this Agreement:

(a) the Facility A Lenders make available to the Borrower a term loan facility in Singapore Dollars in an aggregate amount equal to the Total Facility A Commitments;

(b) the Facility B Lenders make available to the Borrower a term loan facility in Singapore Dollars in an aggregate amount equal to the Total Facility B Commitments;

(c) the Facility C Lenders make available to the Borrower a bank guarantee facility in Singapore Dollars in an aggregate amount equal to the Total Facility C Commitments; and

(d) the Facility D Lenders make available to the Borrower a revolving credit facility in Singapore Dollars in an aggregate amount equal to the Total Facility D Commitments (parts of which may, from time to time and in an aggregate amount at any time up to the Total Ancillary Limit, be designated as Ancillary Facilities).

2.2 Finance Parties ’ rights and obligations

(a) The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party (including any Non-Funding Lender) under the Finance Documents.

(b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.

(c) A Finance Party may, except as otherwise stated in the Finance Documents,

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separately enforce its rights under the Finance Documents.

2.3 Non-Funding Lender

(a) A Non-Funding Lender shall not be entitled to:

(i) receive any standby fee under Clause 16.1 ( Standby fee ) in respect of its Non-Funding Lender Amount; or

(ii) vote as a Lender, a Finance Party or a Secured Party for the purposes of the Finance Documents and shall not be polled (or its interests taken into consideration) by the Agent, the Security Trustee or the Technical Bank, and its vote shall instead be exercised by the other Lenders on a pro rata basis (except, in relation to its participation in any outstanding Utilisations, an amendment or waiver described in paragraphs (a)(iii), (a)(iv), (a)(v) or (a)(vii) of Clause 40.2 ( Exceptions )) until :

(A) that Non-Funding Lender makes available its Non-Funding Lender Amount to the Borrower (which shall be promptly accepted by the Borrower);

(B) another Lender or Lenders agree to accept a transfer of the Non-Funding Lender Amount pursuant to Clause 12.13 ( Right of replacement of a single Lender ); or

(C) in relation to sub-paragraph (ii) above only, the occurrence of an Event of Default.

(b) Nothing in this Clause 2.3 shall affect any other obligations of the Borrower to the Finance Parties (or any of them) under the Finance Documents.

(c) The rights and remedies of the Borrower against a Non-Funding Lender under this Clause 2.3 are in addition to any other rights or remedies that the Borrower may have against that Non-Funding Lender with respect to its Non-Funding Lender Amount.

2.4 Borrower as Obligors ’ agent

Each Obligor (other than the Borrower):

(a) irrevocably authorises the Borrower to act on its behalf as its agent in relation to the Finance Documents, including:

(i) to give and receive as agent on its behalf all notices, consents and instructions;

(ii) to sign on its behalf all documents in connection with the Finance Documents (including amendments and variations of and consents under any Finance Documents, and to execute any new Finance Documents); and

(iii) to take such other action as may be necessary or desirable under or in connection with the Finance Documents; and

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(b) confirms that it will be bound by any action taken by the Borrower under or in connection with the Finance Documents.

2.5 Acts of Borrower

(a) The respective liabilities of each of the Obligors under the Finance Documents shall not be in any way affected by:

(i) any actual or purported irregularity in any act done, or failure to act, by the Borrower;

(ii) the Borrower acting (or purporting to act) in any respect outside any authority conferred upon it by any Obligor; or

(iii) any actual or purported failure by or inability of the Borrower to inform any Obligor of receipt by it of any notification under the Finance Documents.

(b) In the event of any conflict between any notices or other communications of the Borrower and any other Obligor, those of the Borrower shall prevail.

3. PURPOSE

3.1 Purpose

(a) The Borrower shall apply all amounts borrowed by it under Facility A towards:

(i) financing costs, fees and expenses (and Taxes on them) and stamp duty, registration and other similar Taxes incurred by the Borrower in connection with the provision of the Facilities;

(ii) refinancing the Existing Bridge Debt;

(iii) up to the Total Construction Costs Termination Date, financing or refinancing up to 75 per cent. of all Project Costs (excluding Funding Shortfalls) incurred prior to or during the applicable Availability Period ; and/or

(iv) after the Total Construction Costs Termination Date, financing or refinancing all Borrower’s Costs (excluding Funding Shortfalls) incurred prior to or during the applicable Availability Period.

(b) The Borrower shall apply all amounts borrowed by it under Facility B towards:

(i) up to the Total Construction Costs Termination Date, financing or refinancing up to 75 per cent. of all Project Costs (excluding Funding Shortfalls) incurred prior to or during the applicable Availability Period ;

(ii) after the Total Construction Costs Termination Date, financing or refinancing all Borrower’s Costs (excluding Funding Shortfalls) incurred prior to or during the applicable Availability Period;

(iii) financing the initial acquisition and/or installation of FF&E;

(iv) financing Permitted Investments; and/or

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(v) financing Investments described in paragraphs (c)(i) (except to the extent that they comprise Permitted FF&E), (c)(iv), (c)(vii), (c)(xiii) and (c)(xiv) of Clause 26.18 ( Acquisitions and investments ).

(c) The Borrower shall apply all amounts borrowed by it under Facility C towards satisfying the Security Deposit.

(d) The Borrower shall apply all amounts borrowed by it under Facility D towards:

(i) refinancing the Existing Bridge Debt;

(ii) up to the Total Construction Costs Termination Date, financing or refinancing up to 75 per cent. of all Project Costs (excluding Funding Shortfalls) incurred prior to or during the applicable Availability Period ;

(iii) after the Total Construction Costs Termination Date, financing or refinancing all Borrower’s Costs (excluding Funding Shortfalls) incurred prior to or during the applicable Availability Period;

(iv) financing Permitted Investments;

(v) financing Investments described in paragraphs (c)(i) (except to the extent that they comprise Permitted FF&E), (c)(iv), (c)(vii), (c)(xiii) and (c)(xiv) of Clause 26.18 ( Acquisitions and investments ); and/or

(vi) funding Facility D Rollover Loans (provided that for the avoidance of doubt, amounts borrowed by it under the Swingline Facility may be applied towards refinancing Swingline Rollover Loans).

(e) No amount borrowed under the Facilities or the Ancillary Facilities shall be applied:

(i) towards refinancing any Permitted FF&E Indebtedness;

(ii) towards refinancing any Permitted Aircraft/Watercraft Indebtedness; or

(iii) in any manner that may be illegal or contravene any applicable law or regulation in any relevant jurisdiction concerning financial assistance by a company for the acquisition of or subscription for shares.

3.2 Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4. CONDITIONS OF UTILISATION

4.1 Initial conditions precedent

The Borrower may not make the First Utilisation unless the Agent has received all of the documents and other evidence listed in Part I of Schedule 2 ( Conditions precedent to Initial Utilisation ) in form and substance reasonably satisfactory to the Agent. The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.

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4.2 Further conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 ( Lenders’ participation ) and Clause 6.6 ( Issue of Bank Guarantees ) if:

(a) on the date of the Utilisation Request and on the proposed Utilisation Date:

(i) in the case of a Facility D Rollover Loan, no Rollover Termination Event has occurred; and

(ii) in the case of any other Loan, no Default is continuing or would be reasonably likely to result from the proposed Loan;

(b) on the date of the Utilisation Request and on the proposed Utilisation Date of a Loan other than a Rollover Loan, the Repeating Representations are true in all material respects;

(c) in the case of the first Facility A Loan:

(i) on the First Utilisation Date, the Borrower delivers (or procures that the Existing Bridge Facilities Agent delivers) the following documents to the Agent:

(A) the Development Agreement and the LTA Agreement, duly executed by the parties to it;

(B) the notice signed by the Borrower and the acknowledgement of such notice signed by the Lessor, as required by the Assignment of Development Agreement;

(C) the notice signed by the Borrower, as required by the Assignment of LTA Agreement; and

(D) the original Existing Bank Guarantees for cancellation (which may occur through a meeting in person with representatives of the Lessor);

(ii) on the First Utilisation Date, the Agent receives evidence reasonably satisfactory to it that the Existing Bridge Facilities Security and the Existing FRN Guarantee will be unconditionally discharged and released by the close of business in Singapore on the First Utilisation Date; and

(iii) on the date of the Utilisation Request, the Agent is satisfied that:

(A) the First Financing Contributions have been made (or will be made on the later of 31 December 2007 and the First Utilisation Date) so that the ratio of the Facility A Loans to the First Financing Contributions shall be not more than 3 to 1; and

(B) the amount (if any) by which the aggregate of the Facility A

will, on the First Utilisation Date, be deposited into one or more Control Accounts;

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Loans and the First Financing Contributions exceeds an amount (the “ Excess Amount ”) equal to the aggregate of:

(1) Project Costs incurred and paid to-date (as certified by the Lender’s Construction Consultant and an authorised signatory of the Borrower respectively in respect of the Construction Costs and the Borrower’s Costs comprised in such Project Costs); and

(2) the Existing Bridge Debt described in paragraphs (b) and (c) of the definition of Existing Bridge Debt,

(d) in the case of a Loan (other than a Facility D Rollover Loan) to be applied in whole or in part to fund Construction Costs:

(i) on the date of the Utilisation Request, the Agent has received a Construction Certificate:

(A) certifying that each applicable Milestone that has passed has been achieved;

(B) confirming that the Borrower has provided invoices and/or other evidence reasonably satisfactory to the Lenders’ Construction Consultant (or, as the case may be, the Quantity Surveyor) that, as at the date of the Utilisation Request:

(1) proceeds of such Utilisation are required by the Borrower to meet Construction Costs; and

(2) such Construction Costs have become due and payable or will become due and payable within three Months of the proposed Utilisation Date; and

(C) setting out the details of any Funding Shortfall that existed before the Utilisation Date and which has not been previously notified to the Agent;

(ii) the Utilisation Request confirms to the reasonable satisfaction of the Agent that, as at the date of the proposed Utilisation, an amount equal to any outstanding Funding Shortfall Amount has been deposited in the Funding Shortfall Account; and

(iii) on the date of the Utilisation Request, the Agent is satisfied that, to the extent required, Financing Contributions have been made (or will be made on the Utilisation Date of that Loan) so that immediately following the making of such Loan:

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(A) the ratio of Project Utilisations to Project Costs incurred to-date shall be not more than 0.75 to 1; and

(B) that ratio of the aggregate of all Financing Contributions (without double counting) to all Project Costs incurred to-date shall not be less than 0.20 to 1; and

(e) in the case of a Loan (other than a Facility D Rollover Loan and the first Facility A Loan) to be applied in whole or in part to fund Borrower’s Costs:

(i) (up to the Total Construction Costs Termination Date) on the date of the Utilisation Request, the Agent has received a Borrower’s Certificate:

(A) confirming and attaching Payment Evidence (in respect of an amount not less than such part of the Loan to be applied to fund Borrower’s Cost) reasonably satisfactory to Agent; and

(B) certifying to the Agent that, within 30 days of the proposed Utilisation Date, the Borrower shall deliver to the Agent a copy of each invoice or other appropriate evidence (containing details reasonably satisfactory to the Agent) evidencing such Borrower’s Costs that:

(1) (on or prior to the Operating Commencement Date) exceeds S$100,000 (or its equivalent in any other currency or currencies); and

(2) (after the Operating Commencement Date) exceeds S$500,000 (or its equivalent in any other currency or currencies),

in each case, relating to the Borrower’s Costs (other than payroll payments) comprised in that Payment Evidence;

(ii) the Utilisation Request:

(A) confirms to the reasonable satisfaction of the Agent that, as at the date of the proposed Utilisation, an amount equal to any outstanding Funding Shortfall Amount has been deposited in the Funding Shortfall Account; and

(B) sets out the details of any Funding Shortfall that existed before the Utilisation Date and which has not been previously notified to the Agent; and

(iii) (up to the Total Construction Costs Termination Date) on the date of the Utilisation Request, the Agent is satisfied that, to the extent required, Financing Contributions have been made (or will be made on the Utilisation Date of that Loan) so that immediately following the

4.3 Maximum number of Utilisations

4.4 Drawing of Facilities

5. UTILISATION — LOANS

5.1 Delivery of a Utilisation Request

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making of such Loan:

(A) the ratio of Project Utilisations to Project Costs incurred to-date shall be not more than 0.75 to 1; and

(B) the ratio of the aggregate of all Financing Contributions (without double counting) to all Project Costs incurred to-date shall not be less than 0.20 to 1.

(a) The Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation:

(i) more than five Facility A Loans would be outstanding;

(ii) more than 15 Facility B Loans would be outstanding;

(iii) more than three Bank Guarantees would be outstanding;

(iv) more than 20 Facility D Loans would be outstanding; or

(v) more than 20 Swingline Loans would be outstanding.

(b) The Borrower may not request that a Facility A Loan or a Facility B Loan be divided if, as a result of the proposed division, more than five Facility A Loans or more than 15 Facility B Loans would be outstanding.

(a) No Facility B Loan, Facility D Loan, Swingline Loan or utilisation of an Ancillary Facility shall be made unless the First Utilisations have been made on or before the first Utilisation Date of Facility B or, as the case may be, Facility D.

(b) The Borrower shall deliver Utilisation Requests so that the First Utilisations shall be made on the same Utilisation Date.

The Borrower may utilise Facility A, Facility B or Facility D by way of a Loan by delivery to the Agent of:

(a) an original duly completed Utilisation Request not later than the Specified Time (or such later time as the Agent (acting on the instructions of all the affected Lenders) may agree); or

(b) (i) a scanned copy of a duly completed Utilisation Request by email and followed by (ii) the original duly completed Utilisation Request (or a fax copy of the duly completed Utilisation Request), in each case, not later than the respective Specified Times (or such later time as the Agent (acting on the instructions of all the affected Lenders) may agree).

5.2 Completion of a Utilisation Request

5.3 Currency and amount

5.4 Lenders’ participation

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(a) Each Utilisation Request for a Loan is irrevocable and will not be regarded as having been duly completed unless:

(i) it specifies that it is for a Loan;

(ii) it identifies the Facility to be utilised;

(iii) it identifies the purpose of the Utilisation;

(iv) the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility;

(v) the currency and amount of the Utilisation comply with Clause 5.3 ( Currency and amount );

(vi) the proposed Interest Period complies with Clause 14 ( Interest Periods ); and

(vii) it specifies the manner in which the proceeds of the Utilisation are to be credited, which:

(A) in the case of Facility A Loans comprised in the First Utilisations (other than the Excess Amount), must be to the bank accounts specified in the First Utilisation Date Funds Flow Memorandum;

(B) in the case of Facility A Loans equal to any Excess Amount, must be to a Control Account; and

(C) in the case of all other Loans, must be to a Disbursement Account.

(b) Only one Loan may be requested in each Utilisation Request.

(a) The currency specified in a Utilisation Request must be Singapore Dollars.

(b) The amount of the proposed Loan must be:

(i) a minimum of S$500,000,000 for Facility A, a minimum of S$50,000,000 for Facility B and a minimum of S$15,000,000 for Facility D or, in each case, if less, the Available Facility;

(ii) where that Loan is a Facility A Loan comprised in the First Utilisations, when aggregated with all other Facility A Loans comprised in the First Utilisations, is sufficient to refinance the Existing Bridge Debt; and

(iii) in any event such that it is less than or equal to the Available Facility.

(a) If the conditions set out in this Agreement have been met, each Lender participating in a Facility shall make its participation in each Loan under that Facility available to the Agent by the Utilisation Date through its Facility Office.

(b) The amount of each Lender’s participation in each Loan will be equal to the proportion

6. UTILISATION — BANK GUARANTEES

6.1 General

6.2 Facility C

6.3 Delivery of a Utilisation Request for Bank Guarante es

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borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

(c) The Agent shall by the Specified Time notify:

(i) each Facility A Lender of the amount of each Facility A Loan and the amount of its participation in that Loan;

(ii) each Facility B Lender of the amount of each Facility B Loan and the amount of its participation in that Loan; and

(iii) each Facility D Lender of the amount of the Facility D Loan requested in the Utilisation Request and the amount of its participation in that Loan.

(a) In this Clause 6 and Clause 7 ( Bank Guarantees ):

(i) “ Claim Sharing Date ” means the date (if any) specified by the Agent, if requested to do so in writing by any Facility C Lender if a claim made on its Bank Guarantee is not reimbursed by the Borrower in full on its due date in accordance with paragraph (b) of Clause 7.2 ( Claims under a Bank Guarantee );

(ii) “ Expiry Date ” means, for a Bank Guarantee, the last day of its Term; and

(iii) “ Term ” means each period determined under this Agreement for which a Lender is under a liability under a Bank Guarantee.

(b) Clause 5 ( Utilisation — Loans ) does not apply to a Utilisation by way of a Bank Guarantee.

Facility C shall be utilised by way of Bank Guarantees.

(a) The Borrower may request a Bank Guarantee to be issued by delivery to the Agent of a duly completed Utilisation Request in the form of Part II of Schedule 3 ( Requests ) not later than the Specified Time (or such later time as the Agent (acting on the instructions of all the Facility C Lenders) may agree).

(b) The Borrower shall deliver Utilisation Requests so that:

(i) each Facility C Lender will be required to issue a Bank Guarantee;

(ii) Bank Guarantees are issued on a pro rata basis between the Facility C Lenders; and

(iii) all Bank Guarantees are issued on the same Utilisation Date.

6.4 Completion of a Utilisation Request for Bank Guaran tees

6.5 Currency and amount

6.6 Issue of Bank Guarantees

6.7 Delivery of Bank Guarantees

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Each Utilisation Request for a Bank Guarantee is irrevocable and will not be regarded as having been duly completed unless:

(a) it specifies that it is for a Bank Guarantee;

(b) the proposed Utilisation Date is a Business Day within the Availability Period applicable to Facility C;

(c) the currency and amount of the Bank Guarantee comply with Clause 6.5 ( Currency and amount );

(d) the form of Bank Guarantee is attached;

(e) the Expiry Date of the Bank Guarantee falls on or before the date falling eight years and six Months after the date of the Development Agreement;

(f) the delivery instructions for the Bank Guarantee are specified; and

(g) the identity of the beneficiary of the Bank Guarantee is the Lessor.

(a) The currency specified in a Utilisation Request for a Bank Guarantee must be Singapore Dollars.

(b) The amount of the proposed Bank Guarantee to be issued by a Facility C Lender must be:

(i) such that its participation in the Utilisation will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to issuing the Bank Guarantee; and

(ii) when aggregated with the amounts of the Bank Guarantees to be issued by the other Facility C Lenders, it is less than or equal to the Available Facility.

(a) Subject to Clause 6.7 ( Delivery of Bank Guarantees ), if the conditions set out in this Agreement have been met, each Facility C Lender shall issue a Bank Guarantee on the Utilisation Date.

(b) The amount of each Facility C Lender’s participation in each Bank Guarantee will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to the issue of the Bank Guarantee.

(c) The Agent shall notify each Facility C Lender of the details of the requested Bank Guarantee and its participation in that Bank Guarantee by the Specified Time.

The Bank Guarantees shall be delivered to the Agent and released to Borrower on the First Utilisation Date, upon satisfaction of the conditions set out in paragraph (c) of Clause 4.2 ( Further conditions precedent ).

6.8 Voluntary cancellation of Facility C

7. BANK GUARANTEES

7.1 Immediately payable

7.2 Claims under a Bank Guarantee

7.3 Indemnities

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The Borrower may, if it gives the Agent not less than ten Business Days’ prior notice, cancel the whole or any part (being a minimum amount of S$5,000,000) of the Facility C Commitments and on the date of such cancellation, the Borrower shall repay or prepay the Bank Guarantees on a pro rata basis by an equal amount to such cancellation. Any cancellation under this Clause 6.8 shall reduce the Facility C Commitment of each Facility C Lender rateably.

If a Bank Guarantee or any amount outstanding under a Bank Guarantee is expressed to be immediately payable by the Facility C Lender issuing that Bank Guarantee, the Borrower shall repay or prepay that amount immediately.

(a) The Borrower irrevocably and unconditionally authorises each Facility C Lender to pay any claim made or purported to be made under a Bank Guarantee by the beneficiary of that Bank Guarantee and which appears on its face to be in order (a “claim”).

(b) The Borrower shall immediately on demand pay to the Agent for the Facility C Lender that has issued a Bank Guarantee an amount equal to the amount of any claim.

(c) The Borrower acknowledges that each Facility C Lender:

(i) is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim; and

(ii) deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person.

(d) The obligations of the Borrower under this Clause 7 will not be affected by:

(i) the sufficiency, accuracy or genuineness of any claim or any other documents; or

(ii) any incapacity of, or limitation on the powers of, any person signing a claim or other document.

(a) Without in any way limiting the obligations of the Borrower under Clause 7.2 ( Claims under a Bank Guarantee ), the Borrower shall immediately on demand indemnify each Facility C Lender against any cost, loss or liability incurred by that Facility C Lender in issuing any Bank Guarantee, other than any cost, loss or liability arising solely from the wilful default, gross negligence or wilful misconduct of that Facility C Lender alone.

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(b) If:

(i) the Agent specifies the Claim Sharing Date; and

(ii) any loss in relation to the Bank Guarantees is not shared between the Facility C Lenders pro rata to the amount which their respective Facility C Commitments bore to the Total Facility C Commitments as at the Claim Sharing Date,

the Facility C Lenders shall make such payments between themselves as the Agent shall require to ensure that after taking into account such payments, any such loss is shared between the Facility C Lenders pro rata to the amount which their respective Facility C Commitments bore to the Total Facility C Commitments as at the Claim Sharing Date.

(c) The Borrower shall immediately on demand reimburse any Facility C Lender for any payment it makes to another Facility C Lender under this Clause 7.3.

(d) The obligations of the Borrower and each Facility C Lender under this Clause 7 are continuing obligations and will extend to the ultimate balance of sums payable by the Borrower in respect of any Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.

(e) The obligations of the Borrower or any Facility C Lender under this Clause 7 will not be affected by any act, omission, matter or thing which, but for this Clause 7, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:

(i) any time, waiver or consent granted to, or composition with, any beneficiary under a Bank Guarantee, any Obligor or other person;

(ii) the release of any other person under the terms of any composition or arrangement with any creditor of any Obligor or other person;

(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any beneficiary under a Bank Guarantee, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any beneficiary under a Bank Guarantee, any Obligor or any other person;

(v) any amendment (however fundamental) or replacement of a Transaction Document, any Bank Guarantee or any other document or security;

7.4 Rights of contribution

7.5 Lenders issuing Bank Guarantees

8. UTILISATION — SWINGLINE LOANS

8.1 General

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(vi) any unenforceability, illegality or invalidity of any obligation of any Obligor or other person under any Transaction Document, any Bank Guarantee or any other document or security; or

(vii) any insolvency or similar proceedings.

The Borrower will not be entitled to any right of contribution or indemnity from any Finance Party in respect of any payment it may make under this Clause 7, until the Final Discharge Date.

(a) Nothing in this Agreement constitutes a Facility C Lender issuing a Bank Guarantee as a trustee or fiduciary of any other person.

(b) Each Facility C Lender issuing a Bank Guarantee may rely on:

(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and

(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

(a) In this Clause 8 and Clause 9 ( Swingline Loans ):

(i) “ Available Swingline Commitment ” of a Swingline Lender means (but without limiting Clause 8.5 ( Relationship with Facility D )) that Lender’s Swingline Commitment minus:

(A) the amount of its participation in any outstanding Swingline Loans; and

(B) in relation to any proposed Utilisation under the Swingline Facility, the amount of its participation in any Swingline Loans that are due to be made under the Swingline Facility on or before the proposed Utilisation Date,

other than that Lender’s participation in any Swingline Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date;

(ii) “ Available Swingline Facility ” means the aggregate for the time being of each Swingline Lender’s Available Swingline Commitment;

(iii) “ Bridging Swingline Loan ” means a Swingline Loan:

(A) in respect of which interest will be calculated under Clause 9.6 ( Interest ) by reference to the Prime Lending Rate; and

(B) where the Utilisation Request for that Swingline Loan was delivered

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with a Utilisation Request for a second Swingline Loan (in respect of which interest will be calculated under Clause 9.6 ( Interest ) by reference to the SWAP Rate) to repay that first Swingline Loan;

(iv) “ Notice Period ” means the number of Business Days notice given by the Borrower for a utilisation of the Swingline Facility under Clause 8.2 ( Delivery of a Utilisation Request for Swingline Loans );

(v) “ Prime Lending Rate ” means on any day, the arithmetic mean of the rates per annum (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by the Swingline Lenders as of 11:00 a.m. on such day as being their respective prime lending rates for Singapore Dollars, in force on such day and, for the purposes of this Agreement, a change in any such rate shall be effective on and from the day on which it is announced or determined or, if such announcement or determination provides for such change to come into effect on a later date, on and from such later date;

(vi) “ Swingline Rollover Loan ” means one or more Swingline Loans:

(A) made or to be made on the same day that one or more maturing Swingline Loans is or are due to be repaid;

(B) the aggregate amount of which is equal to or less than the maturing Swingline Loan(s); and

(C) made or to be made to the Borrower for the purpose of refinancing the maturing Swingline Loan(s); and

(vii) “ Total Swingline Commitments ” means the aggregate of the Swingline Commitments, being S$100,000,000 at the date of this Agreement.

(b) Any reference in this Agreement to:

(i) an “ Interest Period ” includes each period determined under this Agreement by reference to which interest on a Swingline Loan is calculated; and

(ii) a “ Lender ” includes a Swingline Lender unless the context otherwise requires.

(c) (i) Clause 4.2 ( Further conditions precedent );

(ii) Clause 5 ( Utilisation — Loans );

(iii) Clause 13 ( Interest ) as it applies to the calculation of interest on a Loan but not default interest on an overdue amount;

(iv) Clause 14 ( Interest Periods ); and

(v) to the extent that interest on any Swingline Loan is calculated by reference to the Prime Lending Rate, Clause 15 ( Changes to the calculation of interest ),

do not apply to Swingline Loans.

8.2 Delivery of a Utilisation Request for Swingline Loa ns

8.3 Completion of a Utilisation Request for Swingline L oans

8.4 Swingline Lenders’ participation

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A Borrower may utilise the Swingline Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

(a) Each Utilisation Request for a Swingline Loan is irrevocable and will not be regarded as having been duly completed unless:

(i) it specifies that it is for a Swingline Loan;

(ii) the proposed Utilisation Date is a Business Day within the Availability Period applicable to Facility D;

(iii) the Swingline Loan is denominated in Singapore Dollars;

(iv) the amount of the proposed Swingline Loan is an amount which is not more than the Available Swingline Facility and is a minimum of S$1,000,000 or, if less, the Available Swingline Facility; and

(v) the proposed Interest Period:

(A) does not overrun the Termination Date;

(B) (where Swingline Loan is not a Bridging Swingline Loan), is a period of one, two, three or six Months (or any other period agreed between the Borrower and the Agent (acting on the instructions of all the Swingline Lenders); and

(C) (where the Swingline Loan is a Bridging Swingline Loan), is a period of not more than five Business Days.

(b) Only one Swingline Loan may be requested in each Utilisation Request.

(a) If the conditions set out in this Agreement have been met, each Swingline Lender shall make its participation in each Swingline Loan available through its Facility Office.

(b) The Swingline Lenders will only be obliged to comply with paragraph (a) above if on the date of the Utilisation Request and on the proposed Utilisation Date:

(i) in the case of a Swingline Rollover Loan, no Rollover Termination Event has occurred and, in the case of any other Swingline Loan, no Default is continuing or would result from the proposed Swingline Loan; and

(ii) in the case of a Swingline Loan other than a Swingline Rollover Loan, the Repeating Representations to be made by each Obligor are true in all material respects.

(c) The amount of each Swingline Lender’s participation in each Swingline Loan will be equal to the proportion borne by its Available Swingline Commitment to the Available Swingline Facility immediately prior to making the Swingline Loan, adjusted to take account of any limit applying under Clause 8.5 ( Relationship with Facility D ).

8.5 Relationship with Facility D

9. SWINGLINE LOANS

9.1 Swingline

9.2 Purpose

9.3 Repayment

9.4 Voluntary prepayment of Swingline Loans

9.5 Voluntary cancellation of Available Swingline Facil ity

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(d) The Agent shall notify each Swingline Lender of the amount of each Swingline Loan and its participation in that Swingline Loan by the Specified Time.

(a) This Clause 8.5 applies when a Swingline Loan is outstanding or is to be borrowed.

(b) Facility D may be used by way of Swingline Loans. The Swingline Facility is not independent of Facility D.

(c) Notwithstanding any other term of this Agreement, a Lender is only obliged to participate in a Facility D Loan or a Swingline Loan to the extent that it would not result in its participation in the Facility D Loans and Swingline Loans exceeding its Facility D Commitment.

(d) Where, but for the operation of paragraph (c) above, a Lender’s participation in the Facility D Loans and Swingline Loans would have exceeded its Facility D Commitment, the excess will be apportioned among the other Lenders participating in the relevant Facility D Loan or Swingline Loan pro rata according to their relevant Commitments. This calculation will be applied as often as necessary until the Facility D Loan or Swingline Loan is apportioned among the relevant Lenders in a manner consistent with paragraph (c) above.

Subject to the terms of this Agreement, the Swingline Lenders make available to the Borrower a swingline loan facility in an aggregate amount equal to the Total Swingline Commitments.

The Borrower shall apply all amounts borrowed by it under the Swingline Facility towards:

(a) any of the purposes set out in paragraph (d) of Clause 3.1 ( Purpose ); and/or

(b) funding Swingline Rollover Loans.

The Borrower shall repay each Swingline Loan on the last day of its Interest Period.

(a) The Borrower may prepay at any time the whole of a Swingline Loan.

(b) Unless a contrary indication appears in this Agreement, any part of the Swingline Facility which is prepaid may be reborrowed in accordance with the terms of this Agreement.

The Borrower may, if it gives the Agent not less than ten Business Days’ prior notice,

9.6 Interest

9.7 Interest Period

9.8 Non-Business Days

9.9 Conditions of assignment or transfer

10. ANCILLARY FACILITIES

10.1 General

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cancel the whole or any part (being a minimum amount of S$5,000,000) of the Available Swingline Facility. Any cancellation under this Clause 9.5 shall reduce the Swingline Commitment (but not the Facility D Commitment) of each Swingline Lender rateably.

(a) The rate of interest on each Swingline Loan for its Interest Period is:

(i) where the Notice Period for a Swingline Loan is three Business Days or more, the sum of 2.25 per cent. per annum and the applicable SWAP Rate determined by the Agent at the Specified Time; and

(ii) where the Notice Period for a Swingline Loan is less than three Business Days, the sum of 2.25 per cent. per annum and the Prime Lending Rate determined by the Agent at the Specified Time.

(b) The Agent shall promptly notify the Swingline Lenders and the Borrower of the determination of the rate of interest under paragraph (a) above.

(c) The Borrower shall pay accrued interest on each Swingline Loan on the last day of its Interest Period (and, if the Interest Period is longer than three Months, on the dates falling at three monthly intervals after the first day of the Interest Period).

(a) Each Swingline Loan has one Interest Period only.

(b) The Interest Period for a Swingline Loan must be selected in the relevant Utilisation Request.

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

Notwithstanding any other term of this Agreement, each Lender shall ensure that at all times its Facility D Commitment is not less than its Swingline Commitment.

In this Clause 10:

“ Ancillary Outstandings ” means, at any time and in relation to an Ancillary Facility, the aggregate (calculated in the Base Currency) of the following amounts outstanding at that time under that Ancillary Facility:

(a) the maximum potential liability under all guarantees, bonds, trust receipts and letters of credit issued under that Ancillary Facility; and

10.2 Establishment of Ancillary Facilities

10.3 Types of Ancillary Facility

10.4 Request for Ancillary Facilities

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(b) in relation to any other Ancillary Facility, such other amount as fairly represents the aggregate exposure of the Ancillary Lender under that Ancillary Facility,

in each case determined by the relevant Ancillary Lender in accordance with its usual practice at that time for calculating its exposure under similar facilities or transactions (acting reasonably and after consultation with the Agent).

For the purposes of this definition:

(i) in relation to any utilisation denominated in the Base Currency, the amount of that utilisation (determined as described in paragraphs (a) and (b) above) shall be used; and

(ii) in relation to any utilisation not denominated in the Base Currency, the equivalent (calculated as specified in the relevant Ancillary Facility Document or, if not so specified, as the relevant Ancillary Lender may specify, in each case in accordance with its usual practice at that time for calculating that equivalent (acting reasonably and after consultation with the Agent)) in the Base Currency of the amount of that utilisation (determined as described in paragraphs (a) and (b) above) shall be used.

“ Base Currency ” means Singapore Dollars.

One or more Ancillary Facilities may from time to time be established in favour of the Borrower in accordance with this Clause 10 by designating all or part of the Facility D Commitment of a Designated Facility D Lender as an Ancillary Commitment.

Each Ancillary Facility may comprise any of the following (or any combination of the following):

(a) guarantee, bonding or documentary, letter of credit (including standby and commercial letters of credit) or trust receipt facilities; and

(b) such other facilities as may be required and as the Agent and the relevant Ancillary Lender may agree.

(a) The Borrower may request the establishment of an Ancillary Facility by delivery to the Agent of a duly completed Ancillary Facility Request at any time.

(b) An Ancillary Facility Request relating to a proposed Ancillary Facility will not be regarded as duly completed unless it identifies:

(i) the Ancillary Lender (which must be a Designated Facility D Lender) which is to make available that Ancillary Facility;

10.5 Grant of Ancillary Facility

72

(ii) the type or types of facility to comprise that Ancillary Facility (which must comply with Clause 10.3 ( Types of Ancillary Facility ));

(iii) the date (the “ Commencement Date ”) on which that Ancillary Facility is to become available (which must be a date on which the Facility D is available to be drawn and must not be less than five Business Days after the date on which the Agent receives the Ancillary Facility Request);

(iv) the expiry date of that Ancillary Facility (which must fall on or before the Termination Date);

(v) the amount of the Ancillary Commitment (which must be denominated in the Base Currency) which is to apply to that Ancillary Facility;

(vi) the currency or currencies (which must comply with paragraph (c) of this Clause 10.4 ( Request for Ancillary Facilities )) in which utilisations under that Ancillary Facility may be requested;

(vii) the margin, standby fee and other fees payable in respect of that Ancillary Facility; and

(viii) such other details in relation to that Ancillary Facility as the Agent may reasonably require.

(c) An Ancillary Facility shall only be available for utilisation in the Base Currency or a currency which:

(i) is readily available in the amount required and freely convertible into the Base Currency in the Singapore interbank market on the date for utilisation of that Ancillary Facility; and

(ii) is US Dollars, Hong Kong Dollars or has been approved by the relevant Designated Facility D Lender on or prior to receipt by the Agent of the Ancillary Facility Request for that Ancillary Facility.

(d) The Agent shall, promptly after receipt by it of an Ancillary Facility Request, notify each Designated Facility D Lender of that Ancillary Facility Request.

The Designated Facility D Lender identified in a duly completed Ancillary Facility Request shall become an Ancillary Lender authorised and required to make the proposed Ancillary Facility available with effect from the proposed Commencement Date, if the following conditions are met:

(a) the proposed Ancillary Commitment under that Ancillary Facility is equal to or less than the Available Commitment of that Designated Facility D Lender under Facility D on that Commencement Date;

10.6 Adjustments to Facility D Commitment

10.7 Terms of Ancillary Facilities

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(b) the proposed Ancillary Commitment under that Ancillary Facility will not, when aggregated with the Ancillary Commitments under all other Ancillary Facilities in effect on that Commencement Date, exceed the Total Ancillary Limit; and

(c) that ancillary Facility complies with the internal credit policies and guidelines of the proposed Ancillary Lender, in which case the proposed Ancillary Lender shall notify the Borrower and the Agent promptly upon such internal credit policies and guidelines being satisfied.

(a) The Facility D Commitment of a Designated Facility D Lender which is an Ancillary Lender shall be reduced by the amount of its Ancillary Commitments upon the Agent being satisfied that the conditions in Clause 10.5 ( Grant of Ancillary Facility ) have been met.

(b) If and to the extent that:

(i) any Ancillary Facility expires, or is cancelled (in whole or in part) in accordance with Clause 10.9 ( Voluntary cancellation of Ancillary Facilities ); and

(ii) no amount is or may be payable to or by the Ancillary Lender in respect of that Ancillary Facility (or the relevant part or it),

the Facility D Commitment of the relevant Designated Facility D Lender will immediately be increased by an amount equal to the amount of the Ancillary Commitment of that Ancillary Facility (or, if less, that part of it which has expired or been cancelled).

(a) The terms applicable to each Ancillary Facility shall be as agreed between the relevant Ancillary Lender and the Borrower (as set out in the applicable Ancillary Facility Document), provided that:

(i) those terms shall be consistent with this Clause 10 and the details set out in the Ancillary Facility Request;

(ii) utilisations under an Ancillary Facility shall be used only for the purposes set out in paragraph (d) of Clause 3.1 ( Purpose );

(iii) the rate of interest, fees and other remuneration in respect of the Ancillary Facility shall be based upon the normal market rates and terms from time to time of that Ancillary Lender, provided that:

(A) the rates of any standby fees shall not exceed the rates set out in Clause 16.1 ( Standby fee ); and

(B) the rates of interest, other fees and other remuneration shall not exceed the rates set out in the Ancillary Facility Letter; and

10.8 Limits on Ancillary Facilities

10.9 Voluntary cancellation of Ancillary Facilities

10.10 Notice in respect of Ancillary Facilities

10.11 Ancillary Outstandings

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(iv) cancellation, termination or enforcement of the Ancillary Facility shall only occur as described in Clause 10.9 ( Voluntary cancellation of Ancillary Facilities ), Clause 11.6 ( Repayment of Ancillary Facilities ), Clause 12.9 ( Prepayment Account ) or Clause 27.17 ( Acceleration ).

(b) Any material variation to any Ancillary Facility (including any proposed increase or reduction in the Ancillary Commitment) shall be in accordance with and subject to this Clause 10.

(c) In the case of any inconsistency between any term of an Ancillary Facility and of this Agreement, this Agreement shall prevail.

The Borrower shall ensure that:

(a) the aggregate of all Ancillary Commitments does not at any time exceed the Total Ancillary Limit; and

(b) the Ancillary Outstandings under any Ancillary Facility do not at any time exceed the Ancillary Commitment under that Ancillary Facility.

The Borrower may, if it gives the Agent and the relevant Ancillary Lender not less than five Business Days’ prior notice, cancel the whole or any part of the Ancillary Commitment under an Ancillary Facility.

(a) Each Ancillary Lender shall promptly notify the Agent of:

(i) the establishment by it of any Ancillary Facility and the applicable Commencement Date;

(ii) the amount of any Ancillary Facility which is cancelled or expires and the date of any such cancellation or expiry; and

(iii) any other information relating to any Ancillary Facility provided by it as the Agent may reasonably request, including the Ancillary Outstandings from time to time.

(b) The Agent may assume, unless it has received notice to the contrary in its capacity as agent for the Lenders, that no Ancillary Facility has expired or been cancelled in whole or part.

(c) The Borrower consents to all information described in paragraph (a) above being disclosed to the Finance Parties.

The Borrower shall repay or pay on the due date each amount payable under each Ancillary Facility.

11. REPAYMENT OF UTILISATIONS

11.1 Repayment of Facility A Loans

11.2 Repayment of Facility B Loans

11.3 Repayment of Bank Guarantees

11.4 Repayment of Facility D Loans

11.5 Repayment of Swingline Loans

11.6 Repayment of Ancillary Facilities

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(a) The Borrower shall repay the Facility A Loans so that, on each of the Term Loan Facility Repayment Dates, the aggregate amount of the Facility A Loans shall be reduced by the Facility A Proportion of the Term Loan Facility Repayment Instalment set opposite that date.

(b) If the amount of the Facility A Loans outstanding on any Term Loan Facility Repayment Date is less than the Facility A Proportion of the Term Loan Facility Repayment Instalment due on that date, the Borrower shall repay the remaining outstanding Facility A Loans on that date.

(c) The Borrower may not reborrow any part of Facility A which is repaid.

(a) The Borrower shall repay the Facility B Loans so that, on each of the Term Loan Facility Repayment Dates, the aggregate amount of the Facility B Loans shall be reduced by the Facility B Proportion of the Term Loan Repayment Instalment set opposite that date.

(b) If the amount of the Facility B Loans outstanding on any Term Loan Facility Repayment Date is less than the Facility B Proportion of the Term Loan Facility Repayment Instalment due on that date, the Borrower shall repay the remaining outstanding Facility B Loans on that date.

(c) The Borrower may not reborrow any part of Facility B which is repaid.

On the Termination Date, the Borrower shall provide full cash cover in respect of each Bank Guarantee that has not already been (or will not on the Termination Date be) repaid or prepaid in full.

(a) The Borrower shall repay each Facility D Loan on the last day of its Interest Period.

(b) Any Facility D Loan remaining outstanding on the Termination Date shall be repaid on that date.

(a) The Borrower shall repay each Swingline Loan on the last day of its Interest Period.

(b) Any Swingline Loan remaining outstanding on the Termination Date shall be repaid on that date.

On the Termination Date, the Borrower shall repay all amounts (if any) owing or outstanding under each Ancillary Facility.

12. PREPAYMENT AND CANCELLATION

12.1 Illegality

12.2 Change of Control

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If it becomes unlawful in any jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or, in the case of an Ancillary Lender, any Ancillary Facility Document or to fund its participation in any Utilisation or, in the case of an Ancillary Lender, any utilisation under any Ancillary Facility:

(a) that Lender or, as the case may be, Ancillary Lender shall promptly notify the Agent upon becoming aware of that event; and

(b) upon the Agent notifying the Borrower that it has become unlawful for that Lender or, as the case may be, Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund its participation in any Utilisation or, in the case of an Ancillary Lender, any utilisation under any Ancillary Facility, the Commitments of that Lender or, as the case may be, the commitment of that Ancillary Lender under that Ancillary Facility will be immediately cancelled and:

(i) the Borrower shall repay that Lender’s participation in the Utilisations on the last day of the Interest Period for each Utilisation occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law);

(ii) the Borrower shall provide full cash cover in respect of that Lender’s participation in each Utilisation by way of a Bank Guarantee on the then Expiry Date of that Bank Guarantee or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law); and

(iii) the Borrower shall repay each amount payable or, as the case may be, provide full cash cover in respect of each contingent liability under each Ancillary Facility of that Ancillary Lender on the next due date occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Ancillary Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).

(a) In this Clause 12.2:

(i) a “ Change of Control ” will occur if:

(A) the Sponsor does not or ceases to beneficially own, directly or indirectly, the Relevant Percentage of the share capital of the Borrower;

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(B) the Sponsor does not or ceases to have the right to, directly or indirectly, determine the composition of the majority of the board of directors or equivalent body of the Borrower;

(C) the Sponsor does not or ceases to have power to, directly or indirectly, manage or direct the Borrower through ownership of share capital, by contract or otherwise;

(D) HoldCo does not or ceases to legally and beneficially own the Relevant Percentage of the issued share capital of the Borrower; or

(E) any Security has been created or subsists or is created or is permitted to subsist over any shares in the issued share capital of the Borrower or any other member of the Borrower Group (except where created in favour of the Finance Parties or the Secured Parties);

(ii) “ Listing ” means a listing of all or any part of the share capital of the Borrower or HoldCo (or any other intermediate Holding Company of the Borrower) on any investment exchange in any jurisdiction or country;

(iii) “ Private Placement ” means a private placement of new shares in the issued share capital of the Borrower or HoldCo (or any other intermediate Holding Company of the Borrower);

(iv) “ Relevant Percentage ” means:

(A) pursuant to or after a Listing, a Private Placement and/or a Share Sale, which will not breach the Development Agreement, (once issued) the Lease or the Casino Control Act, Chapter 10 of Singapore, at least 70 per cent.; and

(B) at all other times, 100 per cent.; and

(v) “ Share Sale ” means a sale by the Sponsor and/or HoldCo (or any other intermediate Holding Company of the Borrower) of any of its shares in the Borrower or HoldCo made to investors, provided that any such sale shall not result in a single investor or a group of investors acting together or in concert beneficially owning, directly or indirectly, more than 19.9 per cent. of the entire issue share capital of the Borrower or, as the case may be, HoldCo.

(b) If a Change of Control occurs:

(i) the Borrower shall promptly notify the Agent immediately upon becoming aware of that event;

(ii) the Borrower may not make a Utilisation or utilise an Ancillary Facility; and

(iii) the Facilities shall immediately be cancelled and all outstanding Utilisations and Ancillary Outstandings, together with accrued interest, and all other amounts accrued under the Finance Documents shall become immediately

12.3 Automatic cancellation

12.4 Voluntary cancellation

12.5 Mandatory prepayment from Net Sale Proceeds

78

due and payable, and full cash cover in respect of each Bank Guarantee and each contingent liability under each Ancillary Facility shall become immediately due and payable.

Any part of an Available Facility which is undrawn by the Borrower at the close of business in Singapore on the last day of the applicable Availability Period shall be automatically cancelled.

The Borrower may, if it gives the Agent not less than ten Business Days’ (or such shorter period as the Majority Facility A Lenders, the Majority Facility B Lenders, or, as the case may be, the Majority Facility D Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of S$5,000,000) of the Available Facilities under the Term Loan Facilities or the Available Facility under Facility D. Any cancellation under this Clause 12.4:

(a) in respect of the Term Loan Facilities shall reduce the Available Facility under each Term Loan Facility in the proportion that the Available Facility under the relevant Term Loan Facility bears to the Available Facilities under all the Term Loan Facilities; and

(b) in respect of any Facility shall reduce the Commitment of each Lender rateably under that Facility.

(a) In this Clause 12.5, “ Net Sale Proceeds ” means the cash or cash equivalent proceeds (including, when received, the cash or cash equivalent proceeds of any deferred consideration, whether by way of adjustment to the purchase price or otherwise) received by the Borrower in connection with the sale by the Borrower of any asset (other than one permitted by sub-paragraphs (i), (ii), (v) to (xiii) and (xv) to (xx) of paragraph (b) of Clause 26.5 ( Disposals )) after deducting:

(i) fees, discounts, commissions, charges, expenses, withholdings and transaction costs properly incurred in connection with that sale, transfer or disposal;

(ii) Taxes paid by the Borrower or reasonably estimated by the Borrower to be payable (as certified by the Borrower to the Agent) as a result of that sale, transfer or disposal;

(iii) any amounts required to be applied to the repayment of indebtedness secured by a Permitted Security (or amounts permitted by the terms of such indebtedness to be otherwise reinvested in other assets of such Obligor to the extent so reinvested) which is, to the extent permitted by this Agreement, prior to the Security, if any, of Lenders under the Security Documents on the asset

12.6 Mandatory prepayment from Net Recovery Proceeds

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or assets (including Permitted FF&E) that are the subject of such sale, transfer or disposal; and

(iv) any reserve for adjustment in respect of the sale price of such asset or assets or any liabilities associated with the asset disposed of in such sale or transfer and the deduction of appropriate amounts provided by the seller as a reserve in accordance with GAAP against any liabilities associated with the assets disposed of in the sale and retained by the Borrower, provided that where any such reserve (or the relevant part thereof) is no longer required or has not been applied within the period for which the reserve was set aside, the Borrower shall apply an amount equal to such reserve (or the relevant part thereof) in accordance with this Clause 12.5 as if such amount were “Net Sale Proceeds”.

(b) The Borrower shall ensure that any Net Sale Proceeds are paid directly into the Prepayment Account for application in accordance with Clause 12.9 ( Prepayment Account ).

(c) The requirement to apply Net Sale Proceeds in accordance with Clause 12.9 ( Prepayment Account ), described in paragraph (b) above, does not apply to any Net Sale Proceeds to the extent that the relevant Net Sale Proceeds relate to the sale of any asset (excluding, for the avoidance of doubt, the Properties (or any part thereof) pursuant to paragraphs (b)(iii) or (b)(iv) of Clause 26.5 ( Disposals )), and within five Business Days of the receipt of the relevant Net Sale Proceeds by the Borrower, the Borrower certifies to the Agent that it intends to use those proceeds (and such proceeds are so utilised) within 12 Months of receipt to purchase additional assets to be used by the Borrower or any of its Restricted Subsidiaries for the purposes of its business.

(d) No part of Net Sale Proceeds described in paragraph (c) above can be withdrawn from the Prepayment Account except for the purpose described in paragraph (c) above within that 12 Month period or to repay or prepay the Facilities in accordance with this Agreement.

(e) On the date that any asset is sold by the Borrower in accordance with this Agreement, the Security Trustee shall (and is hereby instructed by the Lenders to), as soon as practicable, release any Security created by the Security Documents over that asset, at the cost and expense of the Borrower.

(a) In this Clause 12.6, “ Net Recovery Proceeds ” means any cash compensation or consideration received or recovered by a member of the Borrower Group (or any other person on its behalf) from a Governmental Agency pursuant to or in respect of the cancellation, non-issue, suspension, variation or revocation of the Casino Licence (net of related fees, discounts, commissions, charges, expenses, withholdings and transaction costs properly incurred in achieving any such recoveries).

12.7 Mandatory prepayment from Net Issuance Proceeds

12.8 Mandatory prepayment from Borrowings

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(b) The Borrower shall ensure that any Net Recovery Proceeds are paid directly into the Prepayment Account for application in accordance with Clause 12.9 ( Prepayment Account ).


“ Excluded Proceeds ” means:

(i) all equity contributions and direct and indirect Subordinated Debt made to the Borrower, by any Affiliate or direct or indirect Holding Company of the Borrower; and

(ii) all Shareholder Contributions made in accordance with the Sponsor Support Agreement or this Agreement,

in each case as designated by the Borrower (acting in good faith).

“ Net Issuance Proceeds ” means the cash proceeds (including, when received, the cash proceeds of any deferred consideration, whether by way of adjustment to the subscription price or otherwise) (other than any Excluded Proceeds), received by the Borrower (and to be used by it for the Integrated Resort Project) from the issuance of any shares or other securities (whether debt or equity) by the Borrower, any direct or indirect Holding Companies of the Borrower (but excluding the Sponsor) or any of their respective Subsidiaries, after deducting:

(i) fees, discounts, commissions, charges, expenses, withholdings and transaction costs properly incurred in connection with that issuance; and

(ii) Taxes paid by the Borrower or any direct or indirect Holding Company of the Borrower (but excluding the Sponsor) or reasonably estimated by the Borrower or that direct or indirect Holding Company, to be payable (as certified by it to the Agent) as a result of that issuance.

(b) The Borrower shall ensure that any Net Issuance Proceeds are paid into the Prepayment Account for application in accordance with Clause 12.9 ( Prepayment Account ).


“ Borrowings ” means any proceeds from any loan, credit or debt facility received or utilised by any member of the Borrower Group after the date of this Agreement (excluding any Excluded Borrowings but including any Permitted Refinancing), after deducting fees (but not interest) and transaction costs properly incurred in connection with that facility.

“ Excluded Borrowings ” means any Financial Indebtedness (other than any Permitted Refinancing) permitted by paragraph (b) of Clause 26.7 ( Financial Indebtedness ).

12.9 Prepayment Account

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“ Relevant Amount ” means:

(i) in relation to any Borrowings that comprise a Permitted Refinancing, an amount of those Borrowings which is the lower of:

(A) the total amount of such Borrowings; and

(B) an amount of the Total Facilities that bears the same proportion to the Total Facilities that the aggregate value of the portions of the Retail Properties and Car Park which are the subject of such Permitted Refinancing bears to the value of the Properties as a whole (as set out in the Valuation Report delivered to the Agent in respect of that Permitted Refinancing),

as reasonably determined by the Agent in consultation with (but without the consent of) the Borrower on the date that the Permitted Refinancing is made available to the Borrower; and

(ii) in relation to all other Borrowings, the total amount of such Borrowings.

“ Total Facilities ” means at any particular time, the aggregate of all outstanding Utilisations (including utilisations under the Ancillary Facilities but excluding Bank Guarantees) and the Available Facilities at that time.

(b) The Borrower shall ensure that the Relevant Amount of any Borrowings are paid directly into the Prepayment Account for application in accordance with Clause 12.9 ( Repayment Account ).


“ Proceeds ” means Borrowings, Net Recovery Proceeds, Net Sale Proceeds and/or Net Issuance Proceeds.

(b) The Borrower shall ensure that all Proceeds (or an equal amount) are paid directly into (or as soon as reasonably practicable after receipt are transferred into) the Prepayment Account.

(c) Within seven Business Days after the date (the “ Receipt Date ”) on which any Proceeds have been received by the Borrower (or have become Proceeds), the Borrower shall notify the Agent of the Receipt Date and of the amount in Singapore Dollars (less the amount of any Net Sale Proceeds covered by paragraph (c) of Clause 12.5 ( Mandatory prepayment from Net Sale Proceeds ) (the “ SGD Proceeds Amount ”) equal or equivalent to those Proceeds.

(d) Following receipt of that notice by the Agent:

(i) the Facility A Commitments;

(ii) (after the Facility A Commitments have been reduced to zero) the Facility B Commitments;

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(iii) (after the Term Loan Commitments have been reduced to zero and only where the Proceeds comprise Net Sale Proceeds from the Properties) the Facility D Commitments;

(iv) (after the Term Loan Commitments and the Facility D Commitments have been reduced to zero and only where the Proceeds comprise Net Sale Proceeds from the Properties) the Swingline Commitments;

(v) (after the Term Loan Commitments, the Facility D Commitments and the Swingline Commitments have been reduced to zero and only where the Proceeds comprise Net Sale Proceeds from the Properties) the Ancillary Commitments; and

(vi) (after the Term Loan Commitments, the Facility D Commitments, the Swingline Commitments and the Ancillary Commitments have been reduced to zero and only where the Proceeds comprise Net Sale Proceeds from the Properties) the Facility C Commitments,

shall be reduced by an aggregate amount equal to the SGD Proceeds Amount, concurrently with the prepayments set out in paragraphs (e) to (k) below.

(e) The Facilities shall be prepaid in accordance with paragraphs (f) to (k) below in the following order:

(i) first , the Facility A Loans;

(ii) secondly , the Facility B Loans;

(iii) thirdly , the Facility D Loans (other than, for the avoidance of doubt, the Swingline Loans);

(iv) fourthly , the Swingline Loans;

(v) fifthly , the Ancillary Facilities; and

(vi) sixthly , the Bank Guarantees.

(f) The Borrower shall prepay the Facility A Loans (on the earlier of ten Business Days after the Receipt Date and the expiry of their current Interest Periods when the Agent receives that notice) until Facility A Loans equal to the SGD Proceeds Amount (or, if less, the outstanding Facility A Loans) have been prepaid.

(g) After the Facility A Loans have been prepaid in full, the Borrower shall prepay the Facility B Loans (on the earlier of ten Business Days after the Receipt Date and the expiry of their current Interest Periods when the Agent receives that notice) until Facility B Loans equal to the SGD Proceeds Amount (or, if less, the outstanding Facility B Loans), less any amount paid under paragraph (f) above, have been prepaid.

(h) After the Facility B Loans have been prepaid in full, where the Proceeds comprise Net Sale Proceeds derived from the Properties, the Borrower shall prepay the Facility D

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Loans (on the earlier of ten Business Days after the Receipt Date and the expiry of their current Interest Periods when the Agent receives that notice) until Facility D Loans equal to the SGD Proceeds Amount (or, if less, the outstanding Facility D Loans), less any amounts paid under paragraphs (f) and (g) above, have been prepaid.

(i) After the Facility D Loans have been prepaid in full, where the Proceeds comprise Net Sale Proceeds derived from the Properties, the Borrower shall prepay the Swingline Loans (on the earlier of ten Business Days after the Receipt Date and the expiry of their current Interest Periods when the Agent receives that notice) until Swingline Loans equal to the SGD Proceeds Amount (or, if less, the outstanding Swingline Loans), less any amounts paid under paragraphs (f), (g) and (h) above, have been prepaid.

(j) After the Swingline Loans have been prepaid in full, where the Proceeds comprise Net Sale Proceeds derived from the Properties, the Borrower shall prepay Ancillary Outstandings in the same proportion that Ancillary Outstandings under the relevant Ancillary Facility bears to all the Ancillary Outstandings under all the Ancillary Facilities, on the earlier of ten Business Days after the Receipt Date and the next due date occurring when the Agent receives that notice) until Ancillary Outstandings equal to the SGD Proceeds Amount (or, if less, the Ancillary Outstandings), less any amounts paid under paragraphs (f), (g), (h) and (i) above, have been prepaid. On the date of each such prepayment, the Ancillary Commitment of the relevant Ancillary Lender shall be reduced by an equal amount.

(k) After the Ancillary Outstandings have been prepaid in full, where the Proceeds comprise Net Sale Proceeds derived from the Properties, the Borrower shall provide cash cover for the Bank Guarantees on a pro rata basis, on the earlier of ten Business Days after the Receipt Date and the expiry of their then current Expiry Dates when the Agent receives that notice, until cash cover for the Bank Guarantees equal to the SGD Proceeds Amount (or, if less, the outstanding Bank Guarantees), less any amounts paid under paragraphs (f), (g), (h), (i) and (j) above, has been provided.

(l) The Commitments of the Lenders under the relevant Facility shall be reduced rateably.

(m) No amount may be withdrawn or transferred from the Prepayment Account except:

(i) to make the prepayments required under this Clause 12.9 or Clause 12.10 ( Mandatory prepayment with Excess Operating Cash Flow );

(ii) in relation to Net Sale Proceeds deposited in the Prepayment Account, for the purposes provided by paragraph (c) of Clause 12.5 ( Mandatory prepayment from Net Sale Proceeds ); or

(iii) with the prior consent of all the Lenders.

12.10 Mandatory prepayment with Excess Operating Cash Flo w

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(n) Any prepayment of Term Loans under this Clause 12.9 shall satisfy the obligations under Clause 11.1 ( Repayment of Facility A Loans ) and Clause 11.2 ( Repayment of Facility B Loans ) rateably.

(o) No Lender may refuse or waive any prepayment under this Clause 12.9.

(a) Within 40 Business Days after the end of each Accounting Quarter (beginning with the first full Accounting Quarter that commences at least six Months after the Operating Commencement Date), the Borrower shall, unless the Non-Payment Conditions have been satisfied, ensure that an amount equal to the Relevant Percentage of the Excess Operating Cash Flow for that Accounting Quarter (less all prepayments in that Accounting Quarter under Clause 12.11 ( Partial voluntary prepayment of Term Loans ) (unless already deducted as Debt Service)) is paid into the Prepayment Account.

(b) Within two Business Days after the date (the “ Deposit Date ”) on which any Excess Operating Cash Flow proceeds have been deposited into the Prepayment Account pursuant to paragraph (a) of this Clause 12.10 , the Borrower shall notify the Agent of the Deposit Date and the amount (the “ Excess Operating Cash Flow Amount ”) of those proceeds. Such notice shall also set out in reasonable detail the computations of Excess Operating Cash Flow of the Borrower for the relevant Accounting Quarter.

(c) On receipt of that notice by the Agent, the Term Loan Commitments shall be reduced by an aggregate amount equal to the Excess Operating Cash Flow Amount in the same proportion that the Term Loan Commitments for the relevant Term Loan Facility bears to all the Term Loan Commitments, such reduction to be made concurrently with the prepayment set out in paragraph (e) below.

(d) The Term Loan Commitments of the Lenders under the relevant Term Loan Facility shall be reduced rateably.

(e) The Borrower shall prepay Term Loans in the same proportion that Term Loans under the relevant Term Loan Facility bears to all the Term Loans under the Term Loan Facilities (in each case, on the earlier of five Business Days after the Deposit Date and the expiry of their current Interest Periods when the Agent receives that notice) until Term Loans equal to the Excess Operating Cash Flow Amount (or, if less, the outstanding Term Loans) have been prepaid.

(f) Any prepayment of Terms Loans under this Clause 12.10 shall satisfy the obligations under Clause 11.1 ( Repayment of Facility A Loans ) and Clause 11.2 ( Repayment of Facility B Loans ) rateably.

(g) If the audited financial statements of the Borrower for any of its financial years, establish that the amount of Consolidated Adjusted EBITDA used to calculate any Excess Operating Cash Flow Amount for the purposes of this Clause 12.10 was adjusted as a result of such audit:

(i) the Borrower shall promptly notify the Agent upon becoming aware of such

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event; and

(ii) where:

(A) such discrepancy resulted in any Excess Operating Cash Flow Amount being less than required, an amount equal to such shortfall shall be applied in reduction of the Term Loan Commitments and Term Loans as described in paragraphs (a) to (f) above (at the end of the Accounting Quarter current when the Agent receives that notice), as if that amount was “Excess Operating Cash Flow”; and

(B) such discrepancy resulted in any Excess Operating Cash Flow Amount being more than required, the Borrower’s obligations under Clause 11.1 ( Repayment of Facility A Loans ) and Clause 11.2 ( Repayment of Facility B Loans ) shall be reduced in chronological order on a pro rata basis by an amount equal to such excess, until the Term Loan Facility Repayment Instalments have been reduced by an amount equal to such excess.

(h) For the purposes of this Clause 12.10:

(i) “ Consolidated Current Assets ” means, for any Relevant Period, the total assets of the Borrower and each other Obligor on a consolidated basis that may be properly classified as current assets in conformity with GAAP, excluding cash and cash equivalents.

(ii) “ Consolidated Current Liabilities ” means, for any Relevant Period, the total liabilities of the Borrower and each other Obligor on a consolidated basis that may be properly classified as current liabilities in conformity with GAAP, excluding the current portion of long term debt.

(iii) “ Consolidated Total Interest Expense ” has the meaning given to it in Clause 25.5 ( Financial definitions ).

(iv) “ Consolidated Working Capital ” means, for any Relevant Period, the excess of Consolidated Current Assets over Consolidated Current Liabilities.

(v) “ Debt Service ” means, in relation to any Relevant Period, the aggregate of:

(A) Consolidated Total Interest Expense for that Relevant Period;

(B) scheduled repayments, and any other voluntary or mandatory payments in the nature of principal, payable by the Borrower in that Relevant Period in respect of Financial Indebtedness (other than repayments under Facility D or an Ancillary Facility where such amount remains available to be drawn under Facility D or that Ancillary Facility); and

(C) Financing Costs for that Relevant Period, to the extent not included in Consolidated Total Interest Expense .

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(vi) “ Excess Operating Cash Flow ” means, for any Accounting Quarter of the Borrower, Operating Cash Flow for that Accounting Quarter, less Debt Service for that Accounting Quarter. Notwithstanding anything in paragraph (viii) below, for any Accounting Quarter of the Borrower beginning on and after 31 March 2011, “ Excess Operating Cash Flow ” shall be calculated without deducting (A) cash investments permitted by paragraph (c)(viii) of Clause 26.18 ( Acquisitions and investments ) and (B) cash investments permitted by paragraph (c)(ii) of Clause 26.18 ( Acquisitions and investments ), in each case, to the extent such cash investments are in respect of paragraph (a)(i) of the definition of Permitted Investments.

(vii) “ Non-Payment Conditions ” means in relation to any Accounting Quarter:

(A) the ratio of Debt as of the last day of such Accounting Quarter to Consolidated Adjusted EBITDA for such Accounting Quarter is lower than or equal to 3.5 to 1; and

(B) the aggregate amount of all outstanding Utilisations and utilisations under the Ancillary Facilities on the last day of that Accounting Quarter is lower than or equal to S$3,000,000,000.

(viii) “ Operating Cash Flow ” means, in relation to any Relevant Period, Consolidated Adjusted EBITDA for that Relevant Period adjusted:

(A) by reflecting changes in Consolidated Working Capital during that Relevant Period;

(B) by deducting amounts paid during the Relevant Period by the Borrower in respect of Capital Expenditure to the extent not funded by a Utilisation under any Facility or a utilisation under an Ancillary Facility;

(C) by deducting scheduled repayments, and any other scheduled payments in the nature of principal, made by the Borrower in the Relevant Period in respect of Financial Indebtedness;

(D) by deducting amounts paid during the Relevant Period by the Borrower in cash in respect of income tax, franchise tax and other similar taxes imposed in lieu of income tax;

(E) by deducting cash investments permitted by paragraphs (c)(i), (c)(ii), (c)(vii), (c)(viii) and (c)(xiv) of Clause 26.18 ( Acquisitions and investments ) and any subsisting Sponsor Group Contribution;

(F) by deducting restricted payments permitted by paragraphs (d)(ii), (d)(iii) and (d)(iv) of Clause 26.16 ( Restricted Payments );

(G) by deducting pre-opening and development expense to the extent added back to Consolidated Net Income in the calculation of

12.11 Partial voluntary prepayment of Term Loans

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Consolidated Adjusted EBITDA during the Relevant Period;

(H) by deducting any cash fees and expenses incurred in connection with any financing permitted under this Agreement to the extent added back to Consolidated Net Income in the calculation of Consolidated Adjusted EBITDA during the Relevant Period;

(I) by deducting depreciation, amortisation and any other non-cash items taken into account in calculating Consolidated Adjusted EBITDA, further adjusted to exclude the amounts of any IR Project Vehicle included in Consolidated Net Income but including actual cash distributions or dividends received from any IR Project Vehicle funded through Permitted Investments falling within the description of paragraph (a)(i) of the definition of Permitted Investments (other than to the extent already taken into account in movements in Consolidated Working Capital); and

(J) for the cash effect of extraordinary and exceptional items, to the extent that cash was actually received or expended with respect thereto during the Relevant Period.

(ix) “ Relevant Percentage ” means the rate per annum specified opposite the relevant range set out in the following table in which the ratio of Debt as of the last day of any Accounting Quarter to Consolidated Adjusted EBITDA for such Accounting Quarter falls:

Ratio of Debt to Consolidated Adjusted Relevant Percentage

Consolidated Adjusted EBITDA (% p.a.) Equal to or lower than 3.50 to 1 25

Higher than 3.50 to 1 50

(x) “ Sponsor Group Contribution ” has the meaning given to it in paragraph (a) of Clause 25.3 ( Rectification ).

(a) The Borrower may, if it gives the Agent not less than ten Business Days’ (or such shorter period as the Majority Facility A Lenders and the Majority Facility B Lenders may agree) prior notice, use Permitted Funds to prepay Term Loans (in the same proportion that Term Loans under the relevant Term Loan Facility bears to all the Term Loans under the Term Loan Facilities), in an aggregate amount that reduces the amount of the Term Loans by a minimum amount of S$25,000,000.

(b) Any prepayment of Term Loans under this Clause 12.11 shall satisfy the obligations under Clause 11.1 ( Repayment of Facility A Loans ) and Clause 11.2 ( Repayment of Facility B Loans ) rateably.

12.12 Full voluntary prepayment of Utilisations

12.13 Right of replacement of a single Lender

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(c) No Lender may refuse or waive any prepayment under this Clause 12.11.

(d) The Borrower may revoke a notice given under paragraph (a) above, provided that any such revocation shall not limit its obligations under this Agreement.

(e) For the purposes of paragraph (a) above and this paragraph (e):

(i) “ Operating Cash Flow ” has the meaning given to it in Clause 12.10 ( Mandatory prepayment with Excess Operating Cash Flow ); and

(ii) “ Permitted Funds ” means:

(A) Integrated Resort Revenues;

(B) equity contributions or Subordinated Debt made to the Borrower by any member of the Sponsor Group;

(C) any proceeds of the Facilities and/or Ancillary Facilities not used (and not anticipated to be used) by the Borrower in connection with the Integrated Resorted Project;

(D) any proceeds from any other permitted Financial Indebtedness; and

(E) Operating Cash Flow.

(a) The Borrower may, if it gives the Agent not less than ten Business Days’ prior notice, prepay the Utilisations and utilisations of all Ancillary Facilities in full.

(b) On receipt of a notice referred to in paragraph (a) above, the Commitments, the Swingline Commitments and the Ancillary Commitments (if any) shall be reduced to zero concurrently with the prepayments under this Clause 12.12.

(c) No Lender may refuse or waive any prepayment under this Clause 12.12.

(d) The Borrower may revoke a notice given under paragraph (a) above, provided that any such revocation shall not limit its obligations under this Agreement. In addition, any such notice may express that such prepayment is conditional upon the completion of a related refinancing.

If:

(a) any Lender becomes entitled to receive any additional amounts pursuant to paragraph (a) of Clause 17.2 ( Tax gross-up );

(b) any Lender claims indemnification from the Borrower under paragraph (a) of Clause 17.3 ( Tax indemnity ) or Clause 18.1 ( Increased costs );

(c) the rate notified by a Lender in relation to a particular Interest Period under paragraph (a)(ii) of Clause 15.2 ( Market disruption ) is higher than the lowest rate notified by a Lender under that paragraph;

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(d) any Lender ceases to be an Eligible Lender;

(e) any Lender becomes a Non-Funding Lender;

(f) it becomes illegal for any Lender to participate in the Facilities due to the operation of Clause 12.1 ( Illegality ); or

(g) a Lender becomes a Non-Consenting Lender,

then, without limiting its obligations under that Clause or, as the case may be, to such Lender, the Borrower may, at its sole expense and effort, upon notice to such Lender and the Agent, require such Lender to transfer, without recourse, all its interests, rights and obligations under this Agreement (in relation to a Non-Funding Lender, at the option of the Borrower, to the extent of its Non-Funding Lender Amount) to a transferee that shall assume such interests, rights and obligations (which transferee must be a bank or financial institution that is an Eligible Lender and not a Restricted Person, a Permitted Sands Lender or another Lender, if a Lender accepts such transfer), provided that such Lender shall have received from the transferee irrevocable payment in full in cash of an amount equal to the outstanding principal of its participation in the Loans, accrued interest thereon, and accrued fees and all other Liabilities and other amounts payable to it under this Agreement or (in relation to a partial transfer in respect of the Non-Funding Lender Amount of a Non-Funding Lender) to the extent of such transfer.

12.14 Right of repayment and cancellation in relation to a single Lender

(a) If:

(i) any sum payable to any Lender by the Borrower is required to be increased under paragraph (a) of Clause 17.2 ( Tax gross-up );

(ii) any Lender claims indemnification from the Borrower under Clause 17.3 ( Tax indemnity ) or Clause 18.1 ( Increased costs );

(iii) any Lender ceases to be an Eligible Lender;

(iv) any Lender becomes a Non-Funding Lender;

(v) it becomes illegal for any Lender to participate in the Facilities due to the operation of Clause 12.1 ( Illegality ); or

(vi) any Lender becomes a Non-Consenting Lender,

and the Borrower has used all commercially reasonable efforts to replace that Lender pursuant to Clause 12.13 ( Right of replacement of a single Lender ) for a period of 60 days beginning from the date that the circumstance giving rise to the requirement or indemnification or cessation first occurred, the Borrower may, whilst such circumstance, indemnification or cessation continues, give the Agent notice of cancellation of the Commitments of that Lender and its intention to procure the repayment of that Lender’s participation in the Utilisations and the utilisations of any Ancillary Facility granted by that Lender or (in relation to a Non-Funding Lender) its

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Non-Funding Lender Amount.

(b) On receipt of a notice referred to in paragraph (a) above, the Commitments and the Ancillary Commitments (if any) of that Lender shall be reduced to zero concurrently with the prepayment under paragraph (c) below.

(c) In relation to a Utilisation, on the last day of each Interest Period which ends after the Borrower has given notice under paragraph (a) above and, in relation to a utilisation under an Ancillary Facility, on the next due date occurring after such notice (or, in each case, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender’s participation in the Utilisations or utilisation of an Ancillary Facility granted by that Lender.

12.15 Restrictions

(a) Any notice of cancellation or prepayment given by any Party under this Clause 12 shall be irrevocable (except as otherwise provided in this Clause 12) and, unless a contrary indication appears in this Agreement, specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid to, but not including, the date of prepayment and, subject to any Break Costs and any prepayment fee payable under Clause 16.8 ( Prepayment fee ), without premium or penalty.

(c) The Borrower may not reborrow any part of a Term Loan Facility or Facility C which is prepaid.

(d) Unless a contrary indication appears in this Agreement, any part of Facility D which is prepaid may be reborrowed in accordance with the terms of this Agreement.

(e) The Borrower shall not repay or prepay all or any part of the Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

(f) Any prepayment of Term Loans under this Clause 12 shall satisfy the obligations under Clause 11.1 ( Repayment of Facility A Loans ) and Clause 11.2 ( Repayment of Facility B Loans ) rateably.

(g) Unless a contrary indication appears in this Agreement, no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(h) If the Agent receives a notice under this Clause 12 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.

13. INTEREST

13.1 Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per

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annum which is the aggregate of the applicable:

(a) Margin; and

(b) SWAP Rate .

13.2 Payment of interest

The Borrower shall pay accrued interest on each Loan on the last day of each Interest Period (and, if the Interest Period is longer than three Months, on the dates falling at three monthly intervals after the first day of the Interest Period).

13.3 Default interest

(a) If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is the sum of two per cent. and the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted a Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 13.3 shall be immediately payable by the Borrower on demand by the Agent.

(b) If any Unpaid Sum consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

(i) the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(ii) the rate of interest applying to the Unpaid Sum during that first Interest Period shall be the sum of two per cent. and the rate which would have applied if the Unpaid Sum had not become due.

(c) Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

13.4 Notification of rates of interest

The Agent shall promptly notify the relevant Lenders and the Borrower of the determination of a rate of interest under this Agreement.

14. INTEREST PERIODS

14.1 Selection of Interest Periods

(a) The Borrower may select an Interest Period for a Loan in the Utilisation Request for that Loan or (if the Loan has already been borrowed) in a Selection Notice.

(b) Each Selection Notice for a Term Loan is irrevocable and must be delivered to the Agent by the Borrower not later than the Specified Time.

(c) If the Borrower fails to deliver a Selection Notice to the Agent in accordance with paragraph (b) above, the relevant Interest Period will be one Month.

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(d) Subject to this Clause 14, the Borrower may select an Interest Period of one, two, three or six Months or any other period agreed between the Borrower and the Agent (acting on the instructions of all the Lenders participating in the relevant Loan). In addition, the Borrower may select an Interest Period of less than one Month in relation to a Term Loan Facility, if necessary to ensure that there are sufficient Term Loans under that Term Loan Facility (with an aggregate amount equal to or greater than the relevant Term Loan Facility Repayment Instalment) which have an Interest Period ending on an applicable Term Loan Facility Repayment Date for the Borrower to make the Term Loan Facility Repayment Instalment due on that date.

(e) An Interest Period for a Term Loan shall not extend beyond a Term Loan Facility Repayment Date applicable to that Term Loan and an Interest Period for any other Loan shall not extend beyond the Termination Date.

(f) Each Interest Period for a Loan shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period.

(g) A Facility D Loan has one Interest Period only.

14.2 Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

14.3 Consolidation and division of Term Loans

(a) Subject to paragraph (b) below, if two or more Interest Periods:

(i) relate to Term Loans under the same Term Loan Facility; and

(ii) end on the same date,

those Term Loans will, unless the Borrower specifies to the contrary in the Selection Notice for the next Interest Period, be consolidated into, and treated as, a single Facility A Loan or Facility B Loan, as applicable, on the last day of the Interest Period.

(b) Subject to Clause 4.3 ( Maximum number of Utilisations ) and Clause 5.3 ( Currency and amount ), if the Borrower requests in a Selection Notice that a Facility A Loan or Facility B Loan be divided into two or more Facility A Loans or Facility B Loans, as applicable, that Loan will, on the last day of its Interest Period, be so divided with amounts specified in that Selection Notice, being an amount equal to the amount of the Loan immediately before its division.

15. CHANGES TO THE CALCULATION OF INTEREST

15.1 Absence of quotations

Subject to Clause 15.2 ( Market disruption ), if the SWAP Rate is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, the applicable SWAP Rate shall be

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determined on the basis of the quotations of the remaining Reference Bank(s).

15.2 Market disruption

(a) If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender’s share of that Loan for the Interest Period shall be the rate per annum which is the sum of:

(i) the Margin; and

(ii) the rate notified to the Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select.

The Agent shall notify the Borrower of the determination of a rate of interest under this paragraph (a), which shall be subject to any alternative rate agreed pursuant to Clause 15.3 ( Alternative basis of interest or funding ).

(b) In this Agreement “ Market Disruption Event ” means:

(i) at or about 11:00 a.m. on the Quotation Day for the relevant Interest Period, the Screen Rate is not available and none of the Reference Banks supplies a rate to the Agent to determine the SWAP Rate for the relevant Interest Period; or

(ii) before close of business in Singapore on the Quotation Date for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 50 per cent. of that Loan) that the cost to it of obtaining matching deposits in the Singapore interbank market would be in excess of the SWAP Rate.

The Agent shall notify the Borrower of the notifications that trigger a Market Disruption Event.

(c) Each Lender shall, as soon as practicable after a notice is given to the Borrower pursuant to paragraph (b) above, provide a certificate to the Agent and the Borrower, confirming the amount and the basis of calculation (in reasonable detail) of the rate notified by that Lender under paragraph (a)(ii) above, provided that such Lender shall not be required to disclose any confidential information relating to the organisation of its affairs.

15.3 Alternative basis of interest or funding

(a) If a Market Disruption Event occurs and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.

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(b) Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Lenders under the affected Facility and the Borrower, be binding on all Parties.

15.4 Break Costs

(a) The Borrower shall, within five Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

(b) Each Lender shall, as soon as reasonably practicable after a demand by the Agent or the Borrower (through the Agent), provide to the Agent and the Borrower, a certificate calculating (in reasonable detail) the amount of its Break Costs for any Interest Period in which they accrue, provided that such Lender shall not be required to disclose any confidential information relating to the organisation of its affairs.

16. FEES

16.1 Standby fee

(a) Subject to this Clause 16.1, the Borrower shall pay to the Agent (for the account of each Lender) a standby fee in Singapore Dollars computed at:

(i) the rate of 1.125 per cent. per annum on the average daily undrawn portions of that Lender’s Available Commitment under Facility B for the Availability Period applicable to Facility B; and

(ii) the rate of 0.90 per cent. per annum on the average daily undrawn portions of that Lender’s Available Commitment under Facility D for the Availability Period applicable to Facility D.

(b) The accrued standby fee is payable on the last day of each successive period of three Months which ends during the relevant Availability Period, on the last day of the Availability Period and, if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

16.2 Arrangement fee

The Borrower shall pay to the Arranger an arrangement fee in the amounts and at the times agreed in a Fee Letter.

16.3 Agency fee

The Borrower shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

16.4 Security Trustee fee

The Borrower shall pay to the Security Trustee (for its own account) a security trustee fee in the amount and at the times agreed in a Fee Letter.

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16.5 Technical Bank fee

The Borrower shall pay to the Technical Bank (for its own account) a technical bank fee in the amount and at the times agreed in a Fee Letter.

16.6 Fee payable in respect of Bank Guarantees

(a) The Borrower shall pay to the Agent (for the account of each Facility C Lender) a bank guarantee fee (which, except as provided in paragraph (b) below, shall be non-refundable) in Singapore Dollars computed at the rate of:

(i) (in the case of the First Guarantee Fee Period) 0.65 per cent. per annum; and

(ii) (in the case of all other Guarantee Fee Periods) 2.25 per cent. annum,

in each case, on the outstanding amount of each Bank Guarantee requested by it for the period from the date of validity of that Bank Guarantee until its Expiry Date. This fee shall be distributed by the Agent to each Facility C Lender on a proportionate basis.

(b) Notwithstanding anything in paragraph (a), where the Borrower provides full cash cover under Clause 6.8 ( Voluntary cancellation of Facility C ) or paragraph (k) of Clause 12.9 ( Prepayment Account ) in respect of the Bank Guarantee:

(i) the rate of bank guarantee fee referred to in paragraph (a) shall be reduced to 0.0625 per cent. per annum (subject to a minimum fee of $500 per annum) and shall (notwithstanding paragraph (c) of this Clause 16.6) be payable monthly in advance;

(ii) upon such reduction taking effect, the Borrower shall pay to the relevant Facility C Lender, an administrative fee of S$500; and

(iii) each Facility C Lender shall reimburse the Borrower for any guarantee fee that accrued in respect of any period for which such cash cover is provided.

(c) The bank guarantee fee on a Bank Guarantee shall be payable:

(i) in relation to the First Guarantee Fee Period, on the date falling seven Business Days after the first day of that period; and

(ii) in relation to each subsequent Guarantee Fee Period, on the first day of that Guarantee Fee Period.

(d) For the purposes of this Clause 16.6:

" First Guarantee Fee Period ” means in relation to a Bank Guarantee, the period starting on the date of validity of the relevant Bank Guarantee and ending on 23 February 2008.

" Guarantee Fee Period ” means relation to a Bank Guarantee, the First Guarantee Fee Period and each successive period of six Month (or such shorter period as shall end on the Expiry Date for that Bank Guarantee) starting on the last day of the First Guarantee Fee Period.

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16.7 Ancillary Facility fees

The Borrower shall pay to the relevant Ancillary Lender the Ancillary Facility fee(s) in the amount(s) and at the times agreed in the relevant Ancillary Facility Document.

16.8 Prepayment fee

On the date of any prepayment under Clause 12.11 ( Partial voluntary prepayment of Term Loans ) or Clause 12.12 ( Full voluntary prepayment of Utilisations ), the Borrower shall pay to the Agent (for the account of the relevant Lenders) a prepayment fee of 0.50 per cent. flat of the principal amount of that prepayment, unless, and to the extent, such prepayment is made:

(a) after the date which is 24 Months after the date of this Agreement; or

(b) solely with the proceeds of any Permitted Refinancing.

16.9 Cancellation fee

On the date of any cancellation under Clause 9.5 ( Voluntary cancellation of Available Swingline Facility ) or Clause 12.4 ( Voluntary cancellation ), the Borrower shall pay to the Agent (for the account of the relevant Lenders) a cancellation fee of 0.50 per cent. flat of the amount of that cancellation, unless such cancellation is made after the date which is 24 Months after the date of this Agreement.

17. TAX GROSS UP AND INDEMNITIES

17.1 Definitions

(a) In this Agreement:

" Protected Party ” means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

" Tax Credit ” means a credit against, relief or remission for, or repayment of any Tax.

" Tax Deduction ” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

" Tax Payment ” means either the increase in a payment made by an Obligor to a Finance Party under Clause 17.2 ( Tax gross-up ) or a payment under Clause 17.3 ( Tax indemnity ).

(b) Unless a contrary indication appears, in this Clause 17 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

17.2 Tax gross -up

(a) Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law, in which case, to the extent that such Tax Deduction is or was a direct result of a change in law or the interpretation,

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administration or application of any law after the date of this Agreement (or with respect to a Lender that becomes a Party after the date of this Agreement, after the relevant Transfer Date), the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(b) The Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Borrower and that Obligor.

(c) If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(d) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment, evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(e) This Clause 17.2 shall not apply with respect to any Tax assessed on a Finance Party:

(i) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(ii) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party.

17.3 Tax indemnity

(a) The Borrower shall (within five Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party has suffered for or on account of any Tax (that is a direct result of a change in law or the interpretation, administration or application of any law after the date of this Agreement) by that Protected Party in respect of a Finance Document.

(b) Paragraph (a) above shall not apply:

(i) with respect to any Tax assessed on a Finance Party:

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(A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

(ii) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 17.2 ( Tax gross-up ).

(c) A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Borrower.

(d) A Protected Party shall, on receiving a payment from the Borrower under this Clause 17.3, notify the Agent.

17.4 Tax Credit

If the Borrower makes a Tax Payment and the relevant Finance Party determines that:

(a) a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and

(b) that Finance Party has obtained, utilised and retained that Tax Credit,

the Finance Party shall pay an amount to the Borrower which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Borrower.

17.5 Stamp taxes

The Borrower shall pay and, within five Business Days of demand, indemnify each Finance Party against any cost, loss or liability that such Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document (provided that the Borrower shall not bear any such stamp duty, registration and other similar Taxes payable in respect of any Transfer Certificate).

17.6 Goods and Services tax

The Borrower shall also pay to each Finance Party on demand, in addition to any amount payable by the Borrower to the relevant Finance Party under a Finance Document (if applicable), any goods and services, value added or similar Tax payable in respect of that amount (and references in that Finance Document to that amount shall be deemed to include any such Taxes payable in addition to it).

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17.7 Forms

Any Finance Party that is entitled to an exemption from or reduction of any withholding tax with respect to payments under this Agreement, shall deliver to the Borrower (with a copy to the Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law (if any) as will permit such payments to be made without withholding or at a reduced rate provided that such Finance Party is legally entitled to complete, execute and deliver such documentation and is not prevented by any law, regulation, stock exchange requirement, duty of confidentiality, or its internal policies and guidelines from making such delivery.

18. INCREASED COSTS

18.1 Increased costs

(a) Subject to Clause 18.3 ( Exceptions ) the Borrower shall, within five Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party as a result of:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or

(ii) compliance with any law or regulation,

in each case, made after the date of this Agreement.

(b) In this Agreement “ Increased Costs ” means:

(i) a reduction in the rate of return from a Facility or on a Finance Party’s overall capital;

(ii) an additional or increased cost; or

(iii) a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party to the extent that it is attributable to that Finance Party having entered into its Commitments or funding or performing its obligations under any Finance Document.

18.2 Increased cost claims

(a) A Finance Party intending to make a claim pursuant to Clause 18.1 ( Increased costs ) shall notify the Agent of the event giving rise to the claim, following which the Agent shall, within seven Business Days, notify the Borrower.

(b) Each Finance Party shall, together with its notice under paragraph (a) above, provide a certificate to the Agent and the Borrower, confirming the amount and the basis of calculation (in reasonable detail) of its Increased Costs, provided that such Finance Party shall not be required to disclose any confidential information relating to the organisation of its affairs.

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18.3 Exceptions

(a) Clause 18.1 ( Increased costs ) does not apply to the extent any Increased Cost is:

(i) attributable to a Tax Deduction required by law to be made by an Obligor;

(ii) compensated for by Clause 17.3 ( Tax indemnity ) (or would have been compensated for under Clause 17.3 ( Tax indemnity ) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 17.3 ( Tax indemnity ) applied);

(iii) attributable to the failure by the relevant Finance Party or its Affiliates to comply with any law or regulation; or

(iv) attributable to any day more than six Months before the first date on which the relevant Finance Party became (or, if earlier, could reasonably be expected to have become) aware of the Increased Cost.

(b) In this Clause 18.3, a reference to a “ Tax Deduction ” has the same meaning given to the term in Clause 17.1 ( Definitions ).

19. OTHER INDEMNITIES

19.1 Currency indemnity

(a) If any sum due from an Obligor under the Finance Documents (a “ Sum ”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “ First Currency ”) in which that Sum is payable into another currency (the “ Second Currency ”) for the purpose of:

(i) making or filing a claim or proof against that Obligor; or

(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

the Borrower shall as an independent obligation, within five Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b) Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

(c) Each Finance Party shall, as soon as practicable after a demand by the Agent or the Borrower (where that Finance Party is not the Agent, through the Agent), provide a certificate to the Agent and the Borrower, confirming the amount and the basis of calculation (in reasonable detail) of its indemnified amount, provided that such Finance Party shall not be required to disclose any confidential information relating to

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the organisation of its affairs.

19.2 Other indemnities

The Borrower shall (or shall procure that an Obligor will), within five Business Days of demand, indemnify each Finance Party (including any of its affiliates, employees, directors, officers, partners and agents) against any cost, loss or liability incurred by that Finance Party in connection with or as a result of:

(a) the occurrence of any Event of Default;

(b) a failure by an Obligor or the Sponsor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 33 ( Sharing among the Finance Parties );

(c) funding, or making arrangements to fund, its participation in a Utilisation requested by the Borrower in a Utilisation Request but not made or disbursed by reason of the operation of any one or more of the provisions of this Agreement;

(d) a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by the Borrower (except where this Agreement provides that such notice can be revoked or made subject to conditions and the Borrower revokes such notice or, as the case may be, notifies the Agent that such conditions have not been satisfied, not later than 11:00 a.m. two Business Days before the scheduled date for such prepayment) or as required by this Agreement (other than by reason of default or negligence by that Finance Party); or

(e) any investigative, administrative or judicial proceedings or hearing commenced or threatened by any person, whether or not such Finance Party shall be designated as a party or a potential party thereto, (including any fees or expenses incurred by such Finance Party in enforcing its indemnity under this Clause 19.2), arising out of or in connection with:

(i) the Finance Documents or the transactions contemplated thereby;

(ii) any enforcement of any of the Finance Documents (including any sale of, collection from or other realisation upon any Security or Guarantee); or

(iii) any breach of Environmental Law,

provided that:

(A) no Obligor shall have any obligation under this Clause 19.2 to indemnify any Finance Party for any cost, loss or liability arising from the wilful default, gross negligence or wilful misconduct of such Finance Party alone, as determined in a final non-appealable judgment of a court of competent jurisdiction; and

(B) this Clause 19.2 does not apply to the extent any cost, loss or liability is

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compensated for by Clause 17 ( Tax Gross-up and Indemnities ) or Clause 18 ( Increased Costs ).

19.3 Indemnity to the Agent and the Security Trustee

The Borrower shall promptly indemnify the Agent and the Security Trustee against any cost, loss or liability incurred by the Agent or the Security Trustee (in each case acting reasonably) as a result of:

(a) investigating any event which it reasonably believes is a Default; or

(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised,

provided that the Borrower shall have no obligations under this Clause 19.3 to indemnify the Agent or the Security Trustee for any cost, loss or liability arising solely from the wilful default, gross negligence or wilful misconduct of the Agent alone or, as the case may be, the Security Trustee alone.

19.4 Application of indemnities

(a) Notwithstanding anything in this Agreement, each of the indemnities provided by the Borrower in favour of any of the Finance Parties under this Agreement shall only be effective on and from the First Utilisation Date.

(b) For the avoidance of doubt, paragraph (a) of this Clause 19.4 shall not prevent any of the Finance Parties from claiming any cost, loss, liability, damages or expenses incurred prior to the First Utilisation Date under each of the indemnities of this Agreement provided that such claims (if any) may only be made by such Finance Parties on or after the First Utilisation Date.

20. MITIGATION BY THE LENDERS

20.1 Mitigation

(a) Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 12.1 ( Illegality ), Clause 15.2 ( Market disruption ), Clause 17 ( Tax gross-up and indemnities ) or Clause 18 ( Increased costs ) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b) Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

20.2 Limitation of liability

(a) The Borrower shall indemnify each Finance Party or its affiliates for all documented costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under 20.1 ( Mitigation ).

(b) A Finance Party is not obliged to take any steps under Clause 20.1 ( Mitigation ) if, in

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the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

21. COSTS AND EXPENSES

21.1 Transaction expenses

The Borrower shall promptly pay on demand all documented costs and expenses reasonably incurred by any of the Agent, the Arranger, the Security Trustee and/or the Technical Bank or their respective affiliates in connection with:

(a) the preparation, review and/or negotiation of the Reports;

(b) the preparation, negotiation, printing, execution and syndication of:

(i) the Facility Agreement and each other Finance Document; and

(ii) any other Finance Document executed after the date of this Agreement; and

(c) the appointment of any legal advisers (being the legal advisers named in paragraphs 3(a) and 3(c) of Part I of Schedule 2 ( Conditions Precedent to Initial Utilisation ) or which are approved by or are reasonably acceptable to, the Borrower) and/or Lenders’ Consultants (which are approved by or are reasonably acceptable to, the Borrower) in connection with any of the foregoing, in relation to the Lenders’ Consultants, as set out in:

(i) the Lenders’ Construction Consultant Agreement; and

(ii) engagement letters or agreements between the Lenders’ Consultants, the Arranger, the Security Trustee, the Technical Bank and others, copies of which have been given to and are approved by or are reasonably acceptable to, the Borrower,

provided that for the avoidance of doubt, the appointment of the Lenders’ Construction Consultant shall terminate on the Lenders’ Construction Consultant Termination Date.

21.2 Amendment costs

If an Obligor or the Sponsor requests an amendment, waiver or consent, the Borrower shall, within five Business Days of demand, reimburse the Agent and the Security Trustee for the amount of all actual documented costs and all reasonable expenses (including reasonable fees of its legal advisers and the Lenders’ Construction Consultant) incurred by the Agent or the Security Trustee in responding to, evaluating, negotiating or complying with that request or in connection with that required amendment.

21.3 Enforcement costs

The Borrower shall, within five Business Days of demand, pay to each Finance Party (including any of its affiliates, employees, officers, directors, partners and agents) the

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amount of all documented costs and expenses (including documented fees of legal advisers and the Lenders’ Construction Consultant) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

21.4 Security Trustee expenses

The Borrower shall promptly on demand pay the Security Trustee the amount of all actual documented costs and all reasonable expenses (including reasonable legal fees) incurred by it in connection with the administration or release of any Security created pursuant to any Security Document.

21.5 Undertaking to pay Technical Bank

(a) The Borrower undertakes to pay the Technical Bank within five Business Days of demand an amount equal to any liability, damages, cost, loss or expense (including reasonable and documented legal fees, costs and expenses), but excluding consequential damages, incurred by the Technical Bank or any of its affiliates, partners, directors, officers, employees, agents or professional advisers (each a “ Relevant Party ”) arising out of, in connection with or based on any actual action, claim, suit, investigation or proceeding arising out of, in connection with or based on the appointment of the Lenders’ Construction Consultant (up to the Lenders’ Construction Consultant Termination Date) in relation to technical matters relating to the Integrated Resort Project (the terms of such appointment being set out in engagement letters or agreements between the Lenders’ Construction Consultant and the Technical Bank, copies of which have been given to the Borrower), unless directly caused by the gross negligence or wilful misconduct of that Relevant Party alone, as determined in a final non-appealable judgment of a court of competent jurisdiction.

(b) Any third party referred to in paragraph (a) above may enjoy the benefit of or enforce the terms of paragraph (a) above in accordance with the provisions of the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore.

22. GUARANTEE AND INDEMNITY

22.1 Guarantee and indemnity

Each Guarantor irrevocably and unconditionally jointly and severally:

(a) guarantees to each Finance Party punctual performance by the Borrower of all the Borrower’s obligations under the Finance Documents;

(b) undertakes with each Finance Party that whenever the Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

(c) indemnifies each Finance Party immediately on demand against any cost, loss or liability (subject to the next sentence) suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal.

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The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

22.2 Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by the Borrower under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

22.3 Reinstatement

If any payment by an Obligor or any discharge given by a Finance Party (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event:

(a) the liability of each Obligor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and

(b) each Finance Party shall be entitled to recover the value or amount of that security or payment from each Obligor, as if the payment, discharge, avoidance or reduction had not occurred.

22.4 Waiver of defences

The obligations of each Guarantor under this Clause 22 will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 22 (without limitation and whether or not known to it or any Finance Party) including:

(a) any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Borrower Group or any other person;

(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(e) any amendment (however fundamental) or replacement of a Transaction Document or any other document or security;

(f) any unenforceability, illegality or invalidity of any obligation of any person under any Transaction Document or any other document or security; or

(g) any insolvency or similar proceedings.

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22.5 Immediate recourse

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 22. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

22.6 Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

(a) refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in the manner and order as contemplated by the Finance Documents (whether against those amounts or otherwise), and no Guarantor shall be entitled to the benefit of the same; and

(b) hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor’s liability under this Clause 22.

The foregoing provisions relate solely to moneys received by a Finance Party pursuant to an enforcement action.

22.7 Deferral of Guarantors ’ rights

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent (or, as the case may be, the Security Trustee) otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents:

(a) to be indemnified by an Obligor;

(b) to claim any contribution from any other guarantor of any Obligor’s obligations under the Finance Documents; and/or

(c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party.

22.8 Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

22.9 Release

If any Guarantor (a “ Retiring Guarantor ”) ceases to be a Guarantor in accordance

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with the terms of the Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor, then on the date such Retiring Guarantor ceases to be a Guarantor:

(a) that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents; and

(b) each other Guarantor waives any right it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under any Finance Document or of any other security taken pursuant to, or in connection with, any Finance Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor.

23. REPRESENTATIONS

Each Obligor makes the representations and warranties set out in this Clause 23 to each Finance Party on the date of this Agreement (in the case of any Obligor other than the Borrower, only in relation to itself, provided that where any representation or warranty of an Obligor is expressed to be given from a specific date, the representation and warranty of that Obligor under this Clause 23 shall be made on that date).

23.1 Status

(a) It is a limited liability company, corporation or other entity, duly incorporated or organised and validly existing under the law of its jurisdiction of incorporation or organisation.

(b) It and each of its Restricted Subsidiaries has the power to own its assets and carry on its business as it is being, and is proposed to be, conducted.

23.2 Binding obligations

The obligations expressed to be assumed by it in each Transaction Document (other than each Project Document which is not a Main Construction Contract) to which it is a party are legal, valid, binding and enforceable, subject to:

(a) any general principles of law limiting its obligations in respect of equitable remedies, insolvency, liquidation or creditors’ rights generally;

(b) any other general principles of law which are specifically referred to in any legal opinion delivered pursuant to Clause 4 ( Conditions of Utilisation ) or Clause 29 ( Changes to the Obligors ); or

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(c) in the case of any Security Document, the terms of the Development Agreement, (once issued) the Lease and the applicable Perfection Requirements.

23.3 Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, the Transaction Documents to which it is a party do not and will not:

(a) conflict:

(i) with any law or regulation applicable to it or any of its Restricted Subsidiaries;

(ii) with its or any of its Restricted Subsidiaries’ constitutional documents; or

(iii) in any material respect, with any material agreement or instrument binding upon it or any of its Restricted Subsidiaries or any of its or any of its Restricted Subsidiaries’ assets; or

(b) (except as provided in any Security Document) result in the existence of, or oblige it or any of its Restricted Subsidiaries to create, any Security over any of its assets.

23.4 Power and authority

It has the power to enter into, perform and deliver, and has taken all necessary corporate or other action to authorise its entry into, performance and delivery of, the Transaction Documents (other than each Project Document which is not a Main Construction Contract) to which it is a party and the transactions contemplated by those Transaction Documents.

23.5 Validity and admissibility in evidence

All Authorisations required or desirable:

(a) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Transaction Documents (other than each Project Document which is not a Main Construction Contract) to which it is a party and the transactions contemplated by the Transaction Documents;

(b) to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation; and

(c) to enable it to create the Security to be created by it pursuant to any Security Document and to ensure that such Security has the priority and ranking it is expressed to have,

have been obtained or effected and are in full force and effect (or, in each case, will be when required) save for complying with any applicable Perfection Requirements.

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23.6 No filing or stamp taxes

Under the law of its jurisdiction of incorporation or organisation it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents (save in each case for complying with any applicable Perfection Requirements).

23.7 No default

(a) No Event of Default is continuing or would reasonably be expected to result from the making of any Utilisation.

(b) No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or any of its Restricted Subsidiaries (subject to any applicable grace period) or to which its or any of its Restricted Subsidiaries’ assets are subject which would reasonably be expected to have a Material Adverse Effect.

23.8 Information

(a) Any factual information provided by or on behalf of the Borrower to any Finance Party in connection with any Finance Document, including the Information Memorandum when issued, was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

(b) The financial projections in the Information Memorandum when issued, have been prepared on the basis of assumptions that the Borrower believed were reasonable at the time the projections were prepared.

(c) Any opinions (other than legal opinions) provided by or on behalf of the Borrower to a Finance Party in connection with any Finance Document including any expressions of opinion or intention in the Information Memorandum when issued, were provided on grounds believed to be reasonable by the Borrower or the applicable party at the time it was provided.

23.9 Financial condition

(a) Its Original Financial Statements were prepared in accordance with GAAP consistently applied.

(b) Its Original Financial Statements fairly represent its financial condition and operations in all material respects as at the end of and for the relevant financial year.

(c) There has been no material adverse change in its business or financial condition since 31 December 2006.

23.10 Pari passu ranking

Without limiting Clause 23.14 ( Security ) below, its payment obligations under the Finance Documents to which it is party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily

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preferred by law applying to companies generally and, to the extent applicable, obligations under the Commercial Documents .

23.11 Winding -up

No Winding-up of it or any of its Restricted Subsidiaries or any of its (or any of its Restricted Subsidiaries’) assets has occurred or is outstanding and no such Winding-up is intended by it or any of its Restricted Subsidiaries, except in relation to any Restricted Subsidiary, a Permitted Reorganisation of that Restricted Subsidiary.

23.12 Immunity

Neither it nor any of its assets is entitled to immunity from suit, execution, attachment or other legal process and in any proceedings taken in its jurisdiction of incorporation or organisation in relation to the Finance Documents to which it is a party, it will not be entitled to claim immunity for itself or any of its assets arising from suit, execution or other legal process.

23.13 No proceedings pending or threatened

No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency (including any arising from or relating to Environmental Law), which would reasonably be expected to have a Material Adverse Effect have been started or (to its knowledge) threatened against it or any of its Restricted Subsidiaries.

23.14 Security

Subject to any applicable Perfection Requirements and, to the extent applicable, the terms of the Commercial Documents, each Security Document to which it is a party creates (or, once entered into, will create) in favour of the Security Trustee for the benefit of the Finance Parties and the Hedging Banks the Security which it is expressed to create fully perfected and with the ranking and priority it is expressed to have.

23.15 Title

Subject to the terms of the Development Agreement and (once issued) the Lease, it has good and marketable title to the assets which are expressed to be (or are required by this Agreement to be or become) subject to any Security under any Security Document to which it is a party, free from any Security not permitted by the Finance Documents.

23.16 Environmental Laws and Licences

(a) It has:

(i) complied with all Environmental Laws to which it may be subject;

(ii) all Environmental Licences required or desirable in connection with its business; and

(iii) complied with the terms of those Environmental Licences,

except for, in each case where failure to do so would not reasonably be expected to

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have a Material Adverse Effect.

(b) It has disclosed all material details to the Agent and the Lenders’ Consultant that prepared the Environmental Report of all material inspections, investigations, studies, audits, tests, reviews and other analyses carried out by it or on its behalf in relation to any environmental matters pursuant to any Environmental Law in respect of the Integrated Resort Project and the Properties.

23.17 Environmental releases

No:

(a) property currently or previously owned, leased, occupied or controlled by it (including any offsite waste management or disposal location utilised by it) is contaminated with any Hazardous Substance; and

(b) discharge, release, leaching, migration or escape of any Hazardous Substance into the Environment has occurred or is occurring on, under or from that property,

in each case in circumstances where this would reasonably be expected to have a Material Adverse Effect.

23.18 Commercial Documents

(a) The Commercial Documents:

(i) contain all the terms of the agreement and arrangements between the Lessor (and/or any of its Affiliates) and the Borrower (and/or any of its Affiliates) in relation to the acquisition, ownership and development of the Properties by the Borrower;

(ii) are (or, in relation to the Lease only, on the date of its execution, will be) in full force and effect; and

(iii) have not been amended or waived (in whole or in part) and no consent has been given thereunder, save for any which are minor or technical or have been amended or waived in accordance with this Agreement.

(b) It is not in, or aware of any, breach of or default under any Commercial Document.

23.19 Project Documents

The Borrower has provided to the Agent certified copies of all Project Documents entered into and which the Borrower is required to provide in accordance with Clause 24.12 ( Project Documents ).

23.20 No Financial Indebtedness or Security

(a) It does not have any Financial Indebtedness other than as permitted by Clause 26.7 ( Financial Indebtedness ).

(b) No Security exists over all or any of its assets other than as permitted by paragraph (d) of Clause 26.4 ( Negative pledge ).

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23.21 Solvency

No Obligor is insolvent or unable to pay its debts (including subordinated and contingent debts), nor would it be deemed by a court of competent jurisdiction to be unable to pay its debts within the meaning of:

(a) (in the case of an Obligor incorporated in Singapore) Section 254(2) Companies Act, Chapter 50 of Singapore; and

(b) (in the case of any other Obligor) the applicable law of the jurisdiction in which it is incorporated,

nor will it become so in consequence of entering into any Transaction Document, and/or performing any transaction contemplated by any Transaction Document to which it is a party.

23.22 Insurances

(a) Following the date that any insurances are obtained by an Obligor in accordance with Clause 26.21 ( Insurance ), such insurances will be in full force and effect as required by this Agreement.

(b) In relation to each Obligor, no event or circumstance has occurred, and there has been no failure to disclose a material fact, which would entitle any insurer of that Obligor to reduce or avoid its liability under any such insurance.

23.23 Governmental Regulation

(a) No Obligor is subject to regulation under the Public Utility Holding Company Act of 2005, the Federal Power Act, or the Interstate Commerce Act or registration under the Investment Company Act of 1940 or under any other U.S. federal or state, or Singapore statute or regulation which would limit its ability to incur indebtedness, or which would otherwise render all or any portion of its obligations under the Finance Documents to which it is a party unenforceable.

(b) To the extent applicable, each Obligor is in compliance, in all material respects, with:

(i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto; and

(ii) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ Patriot Act ”).

(c) The Borrower shall ensure and procure that no part of the proceeds of the Utilisations will be used, directly or indirectly, by the Borrower or any of its Affiliates, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in

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violation of the United States Foreign Corrupt Practices Act of 1977, as amended from time to time.

23.24 Material Adverse Effect

No Material Adverse Effect exists or has occurred and is continuing.

23.25 Repetition

The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on:

(a) the date of each Utilisation Request for a Loan (other than a Facility D Rollover Loan or a Swingline Rollover Loan); and

(b) in the case of a Guarantor, the day on which the company becomes (or it is proposed that the company becomes) a Guarantor,

provided that where any representation or warranty of an Obligor is expressed to be given as of a specific date, such representation and warranty under this Clause 23 shall be made on and as of that date.

24. INFORMATION UNDERTAKINGS

The undertakings in this Clause 24 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

24.1 Annual financial statements

(a) The Borrower shall supply to the Agent, as soon as the same become available, but in any event within 120 days after the end of each of its financial years, a copy of its audited financial statements (consolidated if applicable) for that financial year.

(b) Each set of financial statements delivered pursuant to paragraph (a) above:

(i) shall include:

(A) a cash flow statement and profit and loss account (consolidated if applicable) for the relevant fiscal period; and

(B) a balance sheet (consolidated if applicable) as at the end of the relevant fiscal period; and

(ii) where such financial statements are consolidated, shall be supplied with proforma financial statements for the Borrower Group.

24.2 Quarterly financial statements

(a) The Borrower shall supply to the Agent, as soon as the same become available, but in any event within 60 days after the end of the first, second and third Accounting Quarters, a copy of its financial statements (consolidated if applicable) for that Accounting Quarter.

(b) Each set of quarterly financial statements delivered pursuant to paragraph (a) above:

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(i) shall include:

(A) a cash flow statement and profit and loss account (consolidated if applicable) for the relevant Accounting Quarter and for the financial year to date; and

(B) a balance sheet (consolidated if applicable) as at the end of the relevant Accounting Quarter; and

(ii) where such financial statements are consolidated, shall be supplied with proforma financial statements for the Borrower Group.

24.3 Compliance Certificate

(a) The Borrower shall supply to the Agent, with each set of financial statements delivered pursuant to Clause 24.1 ( Annual financial statements ) or Clause 24.2 ( Quarterly financial statements ), a Compliance Certificate:

(i) which shall set out (in reasonable detail) computations as to compliance with Clause 25.1 ( Financial covenants ) in respect of the Relevant Period ending on the date as at which those financial statements were drawn up (if such compliance is required pursuant to the terms of Clause 25.1 ( Financial covenants ));

(ii) a statement of Capital Expenditure, investments and acquisitions made during the relevant fiscal period and during the financial year to date; and

(iii) certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

(b) If required to be delivered with the financial statements delivered pursuant to paragraph (a) of Clause 24.1 ( Annual financial statements ), the Compliance Certificate shall also set out (in reasonable detail) computations as to compliance with Clause 25.2 ( Capital Expenditure ) during that financial year (if such compliance is required pursuant to the terms of Clause 25.2 ( Capital Expenditure )).

(c) Each Compliance Certificate shall be signed by one authorised officer or authorised signatory of the Borrower.

24.4 Requirements as to financial statements

(a) Each set of financial statements delivered by the Borrower pursuant to Clause 24.1 ( Annual financial statements ) or Clause 24.2 ( Quarterly financial statements ) shall be certified by an authorised officer or authorised signatory of the relevant company as fairly representing its (or, as the case may be, its consolidated) financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up.

(b) The Borrower shall procure that each set of its financial statements delivered pursuant to Clause 24.1 ( Annual financial statements ) or Clause 24.2 ( Quarterly financial statements ) is prepared using GAAP. The Borrower shall promptly notify the

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Agent of any material change in the accounting practices or reference periods in relation to its financial statements or the manner in which its financial statements are prepared.

24.5 Construction Budget

(a) The Borrower may, at any time, prepare and deliver to the Technical Bank and (up to the Lenders’ Construction Consultant Termination Date) the Lenders’ Construction Consultant, a revised Construction Budget .

(b) Any revised Construction Budget delivered pursuant to this Clause 24.5 shall:

(i) unless otherwise agreed by the Technical Bank, be in substantially the same format as the previous Construction Budget; and

(ii) be expressed in Singapore Dollars.

24.6 Financial Budget

(a) The Borrower shall supply to the Agent, as soon as the same becomes available, but in any event not later than 20 Business Days after the start of each of its financial years (beginning with the financial year during which the Operating Commencement Date is scheduled to occur), a copy of the Financial Budget in respect of that financial year.

(b) Each Financial Budget shall include:

(i) beginning with the financial year during which the Operating Commencement Date is scheduled to occur:

(A) a projected cash flow statement and profit and loss account (consolidated if applicable) of the Borrower for that financial year and for each Accounting Quarter of that financial year;

(B) a projected balance sheet (consolidated if applicable) of the Borrower as at the end of each Accounting Quarter of that financial year; and

(C) projected levels of the financial ratios in Clause 25.1 ( Financial covenants ) as at the end of, or, as the case may be, in respect of the Relevant Period ending at the end of, each Accounting Quarter of that financial year (beginning with the financial year during which the Borrower is scheduled to begin complying with the terms of Clause 25.1 ( Financial covenants )); and

(ii) beginning with the financial year during which the Borrower is scheduled to begin complying with the terms of Clause 25.1 ( Financial covenants ), projected Consolidated Adjusted EBITDA of the Borrower and the projected revenues and net profit after tax of the Borrower and of each of its principal operating divisions, for that financial year and for each Accounting Quarter of that financial year.

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24.7 Construction Programme

(a) The Borrower, may at any time, prepare and deliver to the Technical Bank and (up to the Lenders’ Construction Consultant Termination Date) the Lenders’ Construction Consultant, a revised Construction Programme.

(b) Any revised Construction Programme delivered pursuant to this Clause 24.7, unless otherwise agreed by the Technical Bank, shall be in substantially the same format as the previous Construction Programme.

24.8 Information: miscellaneous

The Borrower shall supply to the Agent:

(a) all documents dispatched by the Borrower to:

(i) the Lessor under the Development Agreement that are material to the Facilities or the Finance Documents; and

(ii) its creditors generally and which are material in the context of the Finance Documents and/or the Facilities,

in each case, promptly after they are dispatched;

(b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any Obligor, and which would reasonably be expected to have a Material Adverse Effect;

(c) promptly upon becoming aware of them, the details of any claim, notice or other communication received by it in respect of any actual or alleged breach of or liability under Environmental Law which would reasonably be expected to have a Material Adverse Effect;

(d) promptly upon becoming aware of them, the details of any actual or proposed amendment to or waiver or consent under, any breach of or default under, any notice given or received under and any claim made by or against any Obligor under, any Commercial Document;

(e) promptly, the details of any claim(s) made by or on behalf of any Obligor in respect of any cancellation, non-issue, suspension, variation or revocation of the Casino Licence; and

(f) promptly, such further material information regarding the financial condition, business and operations of any Obligor as any Finance Party (through the Agent) may reasonably request,

in each case, except to the extent that disclosure of the information would breach any law, regulation, securities or stock exchange requirement or duty of confidentiality, provided that such information shall be promptly supplied to the Agent if the Borrower subsequently determines in good faith that such information does not fall under this proviso.

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24.9 Notification of default

Each Obligor shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Material Project Party).

24.10 Lenders ’ Construction Consultant ’s Report/Lenders ’ Construction Consultant Certificate

(a) The Technical Bank shall instruct the Lenders’ Construction Consultant to deliver to the Technical Bank until the Lenders’ Construction Consultant Termination Date, not later than 45 days after the end of each Month, a report reviewing, in a format approved by the Technical Bank and reviewed by the Borrower in accordance with paragraph (b) below, the matters within the scope of its services during the relevant period.

(b) The Borrower shall be entitled to review each draft report and each draft Lenders’ Construction Consultant Certificate and to consult with the Lenders’ Construction Consultant on any matter relating to such draft report or (as the case may be) such draft Lenders’ Construction Consultant Certificate. Notwithstanding the foregoing, the contents of the report to be delivered to the Technical Bank and the contents of the Lenders’ Construction Consultant Certificate to be delivered to the Agent shall be determined by the Lenders’ Construction Consultant.

24.11 Integrated Resort Project Information

The Borrower shall:

(a) promptly upon becoming aware of it, notify the Technical Bank (for consideration by it and the Lenders’ Construction Consultant) of the details of any:

(i) proposal or threat which is reasonably likely:

(A) to suspend or materially delay the construction or operation of the Integrated Resort, or any part of the Integrated Resort Project, in each case, in accordance with the Development Agreement and paragraph (f) of Clause 26.11 ( Integrated Resort Project ); or

(B) result in the abandonment of the Integrated Resort Project:

(1) in whole; or

(2) in any material part which would result in a breach of the Development Agreement or (when issued) the Lease;

(ii) damage or destruction to the whole or part of the Integrated Resort Project where the cost of repair or reinstatement is likely to exceed S$50,000,000 (indexed);

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(iii) other event or circumstance which is likely to materially and adversely affect the implementation of the Integrated Resort Project in accordance with the Development Agreement; and

(iv) expenditure incurred during any financial year of the Borrower which will or is likely to cause the Borrower to be in breach of Clause 25.2 ( Capital Expenditure );

(b) within seven days of it being received, supply to the Technical Bank (for consideration by it and the Lenders’ Construction Consultant):

(i) one copy of each Planning Permission which it is required to deliver to the Lessor pursuant to the Development Agreement; or

(ii) where such delivery requirement under the Development Agreement is cancelled or waived, one copy of each of the Grant of Written Permission, the Notice of Approval and the Permit to Carry Out Building Works;

(c) promptly notify the Technical Bank and the Agent of:

(i) each TOP Date;

(ii) each Milestone;

(iii) the Completion Date; and

(iv) the Operating Commencement Date; and

(d) within ten Business Days of a request from the Technical Bank, such other information in relation to the construction and completion of the Integrated Resort Project as the Technical Bank may from time to time reasonably require.

24.12 Project Documents

(a) The Borrower shall supply to the Technical Bank, within ten Business Days of its execution, one copy of each Main Construction Contract, certified by an authorised officer or authorised signatory of the Borrower as correct and complete as at a date no earlier than seven Business Days before the date of delivery.

(b) The Borrower shall, promptly after a demand by the Technical Bank, supply to the Technical Bank, one copy of each other Project Document.

(c) The Borrower shall comply, duly and promptly, in all material respects with its obligations and enforce all of its rights under all Project Documents, except where the failure to comply or enforce would not reasonably be expected to have a Material Adverse Effect.

(d) The Borrower shall promptly notify the Technical Bank (for consideration by it and the Lenders’ Construction Consultant) of:

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(i) any circumstances becoming known to it which have led or which are reasonably likely to lead to any Main Construction Contract or any other Project Document not being in full force and effect;

(ii) it becoming aware of any material breach of any Main Construction Contract or any other Project Document;

(iii) any event occurring or circumstance arising which would entitle it to serve a notice of termination (howsoever described) and/or entitle it to terminate any Main Construction Contract or any other Project Document; and

(iv) any circumstances becoming known to it (whether as a result of a force majeure event or for any other reason) which have led or would reasonably be expected to lead to any material obligation of any party under any Main Construction Contract or any other Project Document being suspended or incapable of fulfilment.

(e) The Borrower shall (up to the Lenders’ Construction Consultant Termination Date):

(i) promptly provide to the Technical Bank one copy of any agreement or document which is entered into to amend, vary, waive, modify, suspend or replace any of the material terms of any of the Main Construction Contracts; and

(ii) promptly upon receipt, deliver to the Technical Bank (for consideration by it and the Lenders’ Construction Consultant) one copy of any termination notice, warning notice, notice of default or other material notice served under any Main Construction Contract or any other Project Document.

(f) The Borrower shall promptly supply to the Technical Bank (for consideration by it and (up to the Lenders’ Construction Consultant Termination Date) the Lenders’ Construction Consultant) such other information in relation to the Project Documents as the Technical Bank (or (up to the Lenders’ Construction Consultant Termination Date) the Lenders’ Construction Consultant through the Technical Bank) may from time to time reasonably request.

24.13 Inspection of books and records

Each Obligor shall (and the Borrower shall ensure that each member of the Borrower Group will):

(a) keep books and records which accurately reflect in all material respects all of its business, affairs and transactions; and

(b) permit any Finance Party or any of its representatives (which shall number not more than three at one time), at reasonable times and intervals, and upon prior reasonable notice, to visit any of its offices, to inspect any of its books and records and to discuss its financial matters with its officers and auditors. The cost and expense of two such visits in each successive period of 12 Months from the date of this Agreement shall be borne by the Borrower.

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24.14 Co-operation, access and inspection

(a) The Borrower shall ensure that, at all reasonable times and on reasonable prior notice, the Technical Bank, each of its professional advisers and (up to the Lenders’ Construction Consultant Termination Date) the Lenders’ Construction Consultant (or, in the case of each such person, any person nominated by it for the purpose):

(i) is afforded reasonable access to, and permitted to inspect, any aspect or part of the Integrated Resort Project, and any information relating to the construction or development of the Integrated Resort Project which is in the possession or control of or reasonably available to the Borrower as such person (through the Technical Bank) may reasonably request;

(ii) is provided with copies of any such information reasonably requested by such person (through the Technical Bank); and

(iii) is able to meet with the Borrower and, if requested by such person (through the Technical Bank), the Main Contractors, the Quantity Surveyor and/or the Architect (in each case, co-ordinated by the Borrower and (if it so requires and is able to attend) with the Borrower in attendance), on any matter relating to the Integrated Resort Project which in the reasonable opinion of the Technical Bank, is material to the interests of the Lenders (provided that such person (through the Technical Bank) shall provide to the Borrower, either in writing or verbally, a brief summary of the topics to be discussed).

(b) Where the Technical Bank or the Lenders’ Construction Consultant reasonably determines that the access and information afforded to it under paragraph (a) above, is insufficient for it to discharge its functions in relation to the Finance Documents and/or any agreed scope of work under the Lenders’ Construction Consultant Agreement, the Borrower shall ensure that all additional reasonable co-operation is given by it, the Main Contractors (subject to the provisions of paragraph (a)(iii) above) and/or the Borrower’s Project Officers to the Technical Bank or (up to the Lenders’ Construction Consultant Termination Date) the Lenders’ Construction Consultant, to enable such discharge.

(c) The rights granted by this Clause 24.14 shall be exercised by the Technical Bank so as to minimise, so far as reasonably practicable, any disruption to the Integrated Resort Project, the work of any party concerning its construction and/or any agreed scope of work and in compliance with any applicable safety and security procedures.

24.15 Auditors

(a) The Borrower shall ensure that PriceWaterhouseCoopers or another reputable firm of accountants is appointed as its auditors and the auditors of each other member of the Borrower Group.

(b) The Borrower shall promptly notify the Agent of any change in its auditors or the auditors of any other member of the Borrower Group.

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24.16 Properties information

The Borrower shall:

(a) to the extent that the Retail Properties are subject to the Security Documents, within 30 days after the end of each Accounting Quarter (beginning with the first full Accounting Quarter falling after the Operating Commencement Date), provide to the Agent the following information (in form and substance reasonably satisfactory to the Agent) in respect of that quarterly period, a schedule of the existing occupational tenants of the Retail Properties showing for each tenant the rent, service charge, goods and services tax and any other payments payable (and, separately, paid) in that period by each of those tenants, the duration of its tenancy and the date of expiry of its tenancy;

(b) notify the Agent of any potential purchaser of the Properties; and

(c) promptly provide to the Agent such other information about the Properties, as the Agent may reasonably request from time to time.

24.17 Valuation Reports

On:

(a) the date (the “ First Valuation Date ”) falling 12 Months after the date of the Operating Commencement Date; and

(b) each anniversary of the First Valuation Date,

the Borrower shall deliver (or shall procure the delivery) to the Agent a Valuation Report.

25. FINANCIAL COVENANTS

25.1 Financial covenants

The Borrower shall ensure that, on each Relevant Date following the first full Accounting Quarter beginning not less than 183 days after the Operating Commencement Date:

(a) the ratio of Consolidated Adjusted EBITDA to Consolidated Total Interest Expense for each Relevant Period ending on a Relevant Date set out in the table below will not be less than the ratio set out in the relevant column in the table below opposite that Relevant Date; and

(b) the ratio of Debt as of each Relevant Date to Consolidated Adjusted EBITDA for each Relevant Period ending on that Relevant Date set out in the table below will not exceed the ratio set out in the relevant column in the table below opposite that Relevant Date:

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Consolidated Adjusted EBITDA to Debt to Total Interest Consolidated

Relevant Date Expense to Adjusted EBITDA First Relevant Date 3.00 to 1 5.50 to 1

Second Relevant Date 3.00 to 1 5.50 to 1 Third Relevant Date 3.00 to 1 5.25 to 1

Fourth Relevant Date 3.00 to 1 5.25 to 1 Fifth Relevant Date 3.25 to 1 5.00 to 1 Sixth Relevant Date 3.25 to 1 5.00 to 1

Seventh Relevant Date 3.25 to 1 4.75 to 1 Eighth Relevant Date 3.25 to 1 4.75 to 1 Ninth Relevant Date 3.50 to 1 4.50 to 1 Tenth Relevant Date 3.50 to 1 4.50 to 1

Eleventh Relevant Date 3.50 to 1 4.25 to 1 Twelfth Relevant Date 4.00 to 1 4.25 to 1

Each subsequent Relevant Date 4.00 to 1 3.75 to 1

(c) Consolidated Adjusted EBITDA for each Relevant Period ending on a Relevant Date will not be less than S$800,000,000; and

(d) Consolidated Net Worth for each Relevant Period ending on a Relevant Date will be positive.

25.2 Capital Expenditure

The Borrower shall not in any of its financial years, incur Capital Expenditure (excluding Project Costs, Capital Expenditure on Aircraft/Watercraft and Capital Expenditure financed with Permitted FF&E Indebtedness or equity contributions from the Sponsor or any member of the Sponsor Group or Capital Expenditure financed with the proceeds of insurance recoveries or proceeds reinvested in accordance with paragraph (c) of Clause 12.5 ( Mandatory prepayment from Net Sale Proceeds ), in each case, regardless of when they are incurred) if as a result the aggregate amount of Capital Expenditure (excluding Project Costs, Capital Expenditure on Aircraft/Watercraft and Capital Expenditure financed with Permitted FF&E Indebtedness or equity contributions from the Sponsor or any member of the Sponsor

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Group or Capital Expenditure financed with the proceeds of insurance recoveries or proceeds reinvested in accordance with paragraph (c) of Clause 12.5 ( Mandatory prepayment from Net Sale Proceeds ), in each case regardless of when they are incurred) of the Borrower in that financial year would exceed S$300,000,000, provided that where the Borrower incurs less than this amount in that financial year, an amount equal to 50 per cent. of such unutilised amount may be carried forward to the next following financial year (but not for subsequent financial years), provided that any unutilised amount carried forward to the next following financial year, shall be utilised first in that following financial year.

25.3 Rectification

(a) If any of the financial covenants set out in paragraphs (a) to (d) of Clause 25.1 ( Financial covenants ) is not satisfied (an “ Unsatisfied Financial Covenant ”) for any Relevant Period ending on a Relevant Date (the “ Affected Relevant Date ”), within 20 Business Days after the earlier of an officer of the Borrower becoming aware of such Unsatisfied Financial Covenant and the Agent giving notice to the Borrower of the failure to comply, without in any way limiting the obligations of the Sponsor under the Sponsor Support Agreement, the Borrower may:

(i) obtain an equity contribution or Subordinated Debt (each, a “ Sponsor Group Contribution ”) from a member of the Sponsor Group;

(ii) repay or prepay outstanding Debt (including outstanding Loans);

(iii) provide cash cover in respect of the Utilisations; and/or

(iv) procure the issue of Bank SBLCs in favour of the Agent,

(each a “ Rectification Amount ”) so that immediately after such contribution, prepayment, repayment, provision of cash cover and/or issue of Bank SBLCs, the Unsatisfied Financial Covenant will be satisfied.

(b) If a Rectification Amount has been provided to satisfy an Unsatisfied Financial Covenant and that financial covenant is satisfied for the Relevant Periods ending on any two consecutive Relevant Dates after the Affected Relevant Date without taking into consideration such Rectification Amount, provided that no Default is continuing:

(i) where the Rectification Amount comprises a Sponsor Group Contribution, the Borrower may repay that Sponsor Group Contribution (or the relevant part thereof);

(ii) where the Rectification Amount comprises a repayment or prepayment of Debt, the Borrower may redraw that Debt in accordance with its terms (provided that where that Debt comprised outstanding Loans, such Loans may only be redrawn in accordance with this Agreement); and

(iii) where the Rectification Amount comprises cash cover or a Bank SBLC, the Security Trustee shall (and is irrevocably authorised and instructed by all the Secured Parties to), upon the written request of the Borrower, release such

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cash cover (or the relevant part thereof) or, as the case may be, Bank SBLC, at the cost and expense of the Borrower.

(c) The cash proceeds received by the Borrower from any Sponsor Group Contribution or the face value of any Bank SBLC shall be included in the calculation of Consolidated Adjusted EBITDA and any repayment of Debt or any provision of cash cover in respect of the Utilisations shall reduce the Debt as of the applicable Relevant Date (in each case, without double counting), following which the relevant financial covenants shall be calculated or recalculated (as the case may be) including, without double counting, such Sponsor Group Contribution, the face value of any Bank SBLC and/or such repayment or cash cover (solely for the purpose of ascertaining compliance with the requirements and not for any other purpose).

(d) If, after giving effect to the calculation or recalculation referred to in paragraph (c) above, the relevant financial covenants are met, then for all purposes under the Finance Documents:

(i) (in the case of prevention of a breach of financial covenants) the Event of Default which otherwise would have arisen will not arise; and

(ii) (in the case of cure of a breach of financial covenants) the Event of Default which arose as a result shall be deemed not to have arisen.

(e) Rectification Amounts:

(i) may exceed the minimum amount required to cure or prevent any breach of financial covenant; and

(ii) made in respect of an Accounting Quarter shall be included in the relevant financial covenant calculations (except in the case of Consolidated Net Worth) until such time as that Accounting Quarter falls outside a Relevant Period.

25.4 Financial covenant calculations

(a) Capital Expenditure, Debt, Consolidated Total Interest Expense and Relevant Debt shall:

(i) be calculated and interpreted:

(A) on a consolidated Borrower Group basis;

(B) in the case of Consolidated Total Interest Expense, on a four rolling Accounting Quarters basis;

(C) in accordance with GAAP; and

(D) in relation to Consolidated Total Interest Expense, with the first three Accounting Quarters annualised in accordance with paragraph (e) below, with respect to the first three Relevant Dates; and

(ii) be expressed in Singapore Dollars.

(b) Consolidated Net Worth shall be calculated and interpreted on a consolidated

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Borrower Group basis in accordance with GAAP and shall be expressed in Singapore Dollars. For the avoidance of doubt, Consolidated Net Worth shall be calculated giving effect to the principal amount of Subordinated Debt or loans provided by the Sponsor Group even if such calculation is inconsistent with GAAP.

(c) Capital Expenditure, Consolidated Adjusted EBITDA, Consolidated Net Worth and Consolidated Total Interest Expense shall be determined (except as needed to reflect the terms of this Clause 25) from the financial statements of the Borrower delivered under Clause 24.1 ( Annual financial statements ) and Clause 24.2 ( Quarterly financial statements ), and Compliance Certificates delivered under Clause 24.3 ( Compliance Certificate ).

(d) For the purpose of this Clause 25, no item shall be included or excluded more than once in any calculation.

(e) Consolidated Adjusted EBITDA and Consolidated Total Interest Expense for the first, second and third Relevant Dates shall be calculated by multiplying the Consolidated Adjusted EBITDA or Consolidated Total Interest Expense (as the case may be) for the relevant Accounting Quarters by 4, 2 and 4/3 respectively.

25.5 Financial definitions

In this Clause 25:

“ Acceptable Bank ” means a bank that has the power to issue Bank SBLCs and which, on the date it issues a Bank SBLC in connection with Clause 25.3 ( Rectification ) (and at all times during the continuance of that Bank SBLC), is rated at least “A-” by Standard & Poor’s Ratings Group or “A3” by Moody’s Investors Service, Inc., as notified by the Borrower to the Agent.

“ Bank SBLC ” means a standby letter of credit (or any similar instrument reasonably acceptable to the Agent) issued by an Acceptable Bank in favour of the Agent:

(a) which is in Agreed Form;

(b) which will be for a minimum tenor of at least six Months;

(c) (where the Bank SBLC is a standby letter of credit) which is governed by UCP500 (or any successor thereto) or similar accepted international standards for letters of credit; and

(d) under which, the Agent is satisfied that:

(i) following the Acceleration Date, it will be entitled to make unconditional demands on such Bank SBLC to reduce the outstanding Loans; and

(ii) following receipt of such a demand on such Bank SBLC from the Agent, the Acceptable Bank irrevocably and unconditionally agrees to make payment of such a demand.

“ Debt ” means, as at any particular time, without double counting, the aggregate outstanding principal, capital or nominal amount (and any fixed or minimum premium payable on scheduled payment or redemption) of the Financial Indebtedness of the Borrower and any Guarantee of Financial Indebtedness given by the Borrower:

For this purpose, any amount outstanding or repayable in a currency other than Singapore Dollars shall on that day be taken into account:

“ Consolidated Adjusted EBITDA ” means, for any period, the sum of the amounts (without duplication) for such period of (a) Consolidated Net Income, (b) Consolidated Total Interest Expense including net interest income, (c) provision 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 rent expense incurred as a result of the payment of the land premium under the Development Agreement and (h) other non-cash items reducing Consolidated Net Income (excluding any such non-cash item to the extent that it represents an accrual or reserve for potential cash items in

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(a) including:

(i) all Subordinated Debt made available by a Subordinated Creditor referred to in paragraph (b) of the definition of Subordinated Creditor;

(ii) any Borrower Group Subordinated Guarantees;

(iii) any Guarantee of any Permitted Aircraft/Watercraft Indebtedness; and

(iv) all Permitted FF&E Indebtedness,

(b) but excluding:

(i) the Bank Guarantees;

(ii) any indebtedness referred to in paragraph (e) and (g) of the definition of Financial Indebtedness;

(iii) any Guarantee that constitutes Permitted Security described in paragraph (a)(ix) of the definition of Permitted Security or any Financial Indebtedness described in paragraph (b)(x)(B) of Clause 26.7 ( Financial Indebtedness ); and

(iv) any Subordinated Debt made available by a Subordinated Creditor referred to in paragraph (a) of the definition of Subordinated Creditor.

(A) if an audited balance sheet of the Borrower has been prepared as at that day, in their Singapore Dollars equivalent at the rate of exchange used for the purpose of preparing that balance sheet; and

(B) in any other case, in their Singapore Dollars equivalent at the rate of exchange that would have been used had an audited balance sheet of the Borrower been prepared as at that day in accordance with GAAP.

any future period or amortization of a non-extraordinary cash item prepaid in the ordinary course of business in a prior period), less other non-cash items increasing Consolidated Net Income (excluding (i) 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 and (ii) the amounts received from any IR Project Vehicles funded through Permitted Investments falling within the description of (a)(i) of the definition of Permitted Investments), all of the foregoing as determined on a consolidated basis for the Borrower Group in conformity with GAAP; provided that, for purposes of determining compliance with the covenants set forth in Clause 25.1 ( Financial covenants ), any Consolidated Adjusted EBITDA attributable to the operation of the Integrated Resort Project prior to the first full Accounting Quarter following the six calendar Months after the Operating Commencement Date shall be calculated on the basis of the one, two or three full Accounting Quarters following the Operating Commencement Date, multiplied by 4, 2, or 4/3, respectively. Any cash equity contributions or loan of Subordinated Debt made by a member of the Sponsor Group to Borrower and/or the face amount of any Bank SBLC delivered to Agent for the benefit of the Lenders in accordance with Clause 25.3 ( Rectification ) may at the written election of Borrower be included in the Consolidated Adjusted EBITDA. To the extent an Excluded Subsidiary is converted to a Restricted Subsidiary during any Relevant Period, Consolidated Adjusted EBITDA shall include the Consolidated Adjusted EBITDA of such Restricted Subsidiary on a pro forma basis since the beginning of such Relevant Period.

“ Consolidated Net Income ” means, for any period, the net income (or loss) of the members of the Borrower Group 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; provided that there shall be excluded, without duplication, (a) the income (or loss) of any person (other than a member of the Borrower Group or any IR Project Vehicles funded through Permitted Investments falling within the description of paragraph (a)(i) of the definition of Permitted Investments), except to the extent of the amount of dividends or other distributions actually paid to the members of the Borrower Group by such person during such period, (b) the income (or loss) of any person accrued prior to the date it is merged into or consolidated with Borrower or any other member of the Borrower Group or that person’s assets are acquired by Borrower or any other member of the Borrower Group, (c) any after-tax gains or losses attributable to (i) asset sales consummated pursuant to paragraph (b)(iii), (xv), (xvi) or (xvii) of Clause 26.5 ( Disposals ) or (ii) the disposition of any securities or the extinguishment of any Financial Indebtedness of any member of the Borrower Group, (d) dividends or distributions from any Excluded Subsidiary to Borrower or any other member of the Borrower Group which are used to fund their share of any applicable tax payments to be made under a tax sharing arrangement, (e) the effect of non-cash accounting adjustments resulting from a change in the tax status of a flow-through or disregarded

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tax entity to a taxed entity, or vice versa, (f) any net extraordinary gains or net extraordinary losses and (g) any refinancing costs, amortization or charges (including premiums, costs, amortization and charges associated with the refinancing of the Existing Bridge Debt), provided further, that there shall be included, without duplication, the cash flows from IR Project Vehicles funded through Permitted Investments falling within the description of paragraph (a)(i) of the definition of Permitted Investments whose Net Income has been included as set forth above.

“ Consolidated Total Interest Expense ” means, for any period (subject to paragraph (e) of Clause 25.4 ( Financial covenant calculations )), total interest expense (including that portion attributable to capital leases in accordance with GAAP and capitalized interest), net of interest income, of the members of the Borrower Group that constitutes Relevant Debt on a consolidated basis with respect to all outstanding Financial Indebtedness of the members of the Borrower Group (other than non-cash interest on Subordinated Debt), including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under hedging arrangements, excluding, however, amortization of debt issuance costs and deferred financing fees including any amounts referred to in Clause 16 ( Fees ) payable to the Finance Parties, and any fees and expenses payable to the Finance Parties in connection with this Agreement on or prior to the First Utilisation Date.

“ Consolidated Net Worth ” means, as of any date of determination, (a) the sum of the following items, as shown on the consolidated balance sheet of Borrower and its Subsidiaries as of such date (i) the common equity of Borrower and its Subsidiaries, including the principal amount of any Subordinated Debt or loan by the Sponsor Group, and (ii)(A) the aggregate of non redeemable preferred stock or preferred membership interests of Borrower and its Subsidiaries, if any, and (B) any increase in depreciation and amortization resulting from any purchase accounting treatment from an acquisition or related financing; (b) less any goodwill incurred subsequent to 1 January 2008 and (c) less any write up of assets (in excess of fair market value) after 1 January 2008 and, in each case on a consolidated basis for Borrower and its Subsidiaries, determined in accordance with GAAP; provided, that in calculating Consolidated Net Worth, (i) any gain or loss from any sale of assets pursuant to paragraphs (b)(viii), (b)(xiii), (b)(xvii), (b)(xviii) or (b)(xx) of Clause 26.5 ( Disposals ) or the disposition of any securities or the extinguishment of any Financial Indebtedness of any person or any of its Subsidiaries (including all extraordinary gains and losses and all expenses, amortization and charges associated with the refinancing of the Existing Bridge Debt) shall be excluded, (ii) any change or reduction of net worth related to a conversion from flow-through tax entities to taxable entities shall be excluded and (iii) any change or reduction of net worth related to currency fluctuations or any conversion of currencies shall be included.

“ Relevant Date ” means the last day of each Accounting Quarter.

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“ Relevant Debt ” means, as at any particular time, without double counting, the aggregate outstanding principal, capital or nominal amount (and any fixed or minimum premium payable on scheduled payment or redemption) of the Financial Indebtedness of the Borrower and any Guarantee of Financial Indebtedness given by the Borrower:

For this purpose, any amount outstanding or repayable in a currency other than Singapore Dollars shall on that day be taken into account:

“ Relevant Period ” means in the case of Consolidated Adjusted EBITDA and Consolidated Total Interest Expense, each period of four (or, in the case of the first three Relevant Dates, three, two or one, as applicable) rolling Accounting Quarters ending on the applicable Relevant Date.

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(a) including:

(i) all Subordinated Debt made available by a Subordinated Creditor referred to in paragraph (b) of the definition of Subordinated Creditor;

(ii) any Borrower Group Subordinated Guarantees; and

(iii) all Permitted FF&E Indebtedness,

(b) but excluding:

(i) the Bank Guarantees;

(ii) any indebtedness referred to in paragraph (e) or (g) of the definition of Financial Indebtedness;

(iii) any Guarantee of any Permitted Aircraft/Watercraft Indebtedness (other than the amount of any claim or demand made on such Guarantee);

(iv) any Guarantee that constitutes Permitted Security described in paragraph (a)(ix) of the definition of Permitted Security or any Financial Indebtedness described in paragraph (b)(x)(B) of Clause 26.7 ( Financial Indebtedness );

(v) any reserve set aside by the Borrower for any legal proceedings threatened against it; and

(vi) any Subordinated Debt made available by a Subordinated Creditor referred to in paragraph (a) of the definition of Subordinated Creditor.

(A) if an audited balance sheet of the Borrower has been prepared as at that day, in their Singapore Dollars equivalent at the rate of exchange used for the purpose of preparing that balance sheet; and

(B) in any other case, in their Singapore Dollars equivalent at the rate of exchange that would have been used had an audited balance sheet of the Borrower been prepared as at that day in accordance with GAAP.

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26. GENERAL UNDERTAKINGS

The undertakings in this Clause 26 remain in force from the date of this Agreement (or, in the case of Clause 26.4 ( Negative Pledge ), from the First Utilisation Date) for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

26.1 Authorisations

(a) Each Obligor shall (and the Borrower shall ensure that each other member of the Borrower Group will) promptly obtain, comply with and do all that is necessary to maintain in full force and effect (and supply one copy to the Agent of) any Authorisation required under any applicable law or regulation:

(i) to enable it to perform its obligations under the Transaction Documents;

(ii) to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Transaction Document; and

(iii) to enable it to carry on its business as it is being conducted from time to time if failure to obtain, comply with or maintain any such Authorisation under this sub-paragraph (iii), would reasonably be expected to have a Material Adverse Effect .

(b) The Borrower shall ensure that the Perfection Requirements are promptly complied with after the First Utilisation Date.

26.2 Compliance with laws

Each Obligor shall (and the Borrower shall ensure that each other member of the Borrower Group will) comply in all respects with all laws to which it may be subject, if failure so to comply would reasonably be expected to have a Material Adverse Effect.

26.3 Pari passu

Each Obligor shall (and the Borrower shall ensure that each other member of the Borrower Group will) ensure that its obligations under the Finance Documents rank at all times at least pari passu in right of priority and payment with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by applicable law and, to the extent applicable, obligations under the Commercial Documents.

26.4 Negative pledge

(a) No Obligor shall (and the Borrower shall ensure that no other member of the Borrower Group will) create or permit to subsist any Security over any of its assets.

(b) No Obligor shall (and the Borrower shall ensure that no other member of the Borrower Group will):

(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any Affiliate of an Obligor;

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(ii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iii) enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c) No Obligor shall (and the Borrower shall ensure that no other member of the Borrower Group will) sell, transfer or otherwise dispose of any of its receivables, except as permitted by the Finance Documents.

(d) Paragraphs (a) and (b) above do not apply to:

(i) any Permitted Security;

(ii) up to First Utilisation Date, the Existing Bridge Facilities Security;

(iii) any Permitted FF&E Security;

(iv) any Permitted Aircraft/Watercraft Security;

(v) any Permitted Refinancing Security; or

(vi) any Security agreed by the Majority Lenders.

(e) Paragraphs (a) and (b) above do not apply to sale-lease back transactions:

(i) entered into by any member of the Borrower Group;

(ii) with respect to Permitted FF&E;

(iii) in an aggregate principal amount with respect to any such lease at any one time outstanding, taken together with all Permitted FF&E Indebtedness (without duplication), does not exceed S$600,000,000; and

(iv) on terms reasonably satisfactory to the Agent, including the provisions regarding tenor, rental amounts and other terms.

(f) Paragraph (c) above does not apply to:

(i) any sale of receivables by a member of the Borrower Group for cash for fair market value; or

(ii) any cash monetization of rental payments by a member of the Borrower Group,

in each case, where the cash proceeds are receivable no later than the completion of the sale or monetization and are treated as Integrated Resort Revenues.

26.5 Disposals

(a) No Obligor shall (and the Borrower shall ensure that no other member of the Borrower Group will) enter into a single transaction or a series of transactions (whether related or not and whether voluntary or involuntary) to sell, lease, transfer or otherwise

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dispose of any asset.

(b) Paragraph (a) above does not apply to:

(i) in relation to any Retail Properties, any grant or agreement to grant any Lease Document in respect of the Retail Properties (or any part of the Retail Properties) made on normal commercial terms and in the ordinary course of business of the Borrower, so long as the tenant party to that Lease Document:

(A) is not permitted to register the Lease Document nor permitted to lodge a caveat in respect of the Lease Document or in respect of any option to renew pursuant to the Lease Document at the Singapore Land Authority (or other relevant Governmental Agency), whether before or during the continuance of the term of the Lease Document; and

(B) is not entitled to require that the Borrower subdivide those Retail Properties or any part thereof or to do any act or thing which could result in the Borrower being required to subdivide Retail Properties,

and the Borrower shall not agree to any waiver of any of the restrictions set out in sub-paragraphs (i)(A) or (i)(B) above;

(ii) any lease or licence of any part of the Properties comprising the hotel, conference, meeting, convention, exhibition and (to the extent they are subject to the Security Documents) Car Park facilities:

(A) which are made in the ordinary course of business of the Borrower; and

(B) where the duration of any such lease or licence is longer than short term, the relevant lessee or licensee is subject to the same restrictions as a tenant of the Retail Properties, as described in items (A) and (B) of sub-paragraph (i) above;

(iii) any sale of the whole (or any part) of the Properties by the Borrower:

(A) for cash consideration, where:

(1) an amount of such consideration (the “ Cash Consideration ”) sufficient to repay or prepay the total outstanding Utilisations and utilisations under the Ancillary Facilities in full in accordance with (and after making the deductions permitted by) Clause 12.5 ( Mandatory prepayment from Net Sale Proceeds ) and Clause 12.9 ( Prepayment Account ), is receivable by the Borrower no later than the date of completion of the sale; or

(2) where the Cash Consideration is insufficient to repay or prepay the total outstanding Utilisations and utilisations under the Ancillary Facilities in full as described in item (1) above, the

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Borrower certifies to the Agent that it currently holds sufficient cash in an Account to make up such shortfall (which such cash shall be promptly transferred to the Prepayment Account and shall be considered “Net Sale Proceeds” for the purposes of this Agreement);

(B) where the Net Sale Proceeds from such sale will be paid directly into the Prepayment Account (and be applied) in accordance with Clause 12.9 ( Prepayment Account ); and

(C) where no Default has occurred and is continuing;

(iv) any sale of the whole (or any part) of the Retail Properties and/or Car Park by the Borrower:

(A) at arm’s length and on normal commercial terms;

(B) for cash (including cash payments pursuant to an earn out or similar deferred or conditional payment arrangements), at least 75 per cent. of which is receivable no later than the date of completion of the sale;

(C) where:

(1) the Net Sale Proceeds from such sale will be paid directly into the Prepayment Account (and be applied) in accordance with Clause 12.9 ( Prepayment Account ); and

(2) any reserve in respect of such Net Sale Proceeds that can be considered “Net Sale Proceeds” in accordance with paragraph (a)(iv) of Clause 12.5 ( Mandatory prepayment from Net Sale Proceeds ), shall be applied in the same way upon release or expiration or any applicable holding period;

(D) where no Event of Default has occurred and is continuing;

(E) where the Agent is reasonably satisfied that the Lessor and the relevant Governmental Agencies have approved such sale and the issue of separate strata title for the Retail Properties (or the relevant portion thereof) and/or Car Park (or the relevant portion thereof) (as applicable), in a manner that the Agent is reasonably satisfied will not materially and adversely effect the interests of the Lenders (taken as a whole);

(F) the Agent is reasonably satisfied that the part of the Retail Properties and/or the Car Park, if any, that continues to be financed by the Facilities, shall remain subject to the Security created by the relevant Security Documents; and

(G) the Agent is reasonably satisfied that all the other Properties (other than the Retail Properties and/or Car Park subject to the Permitted

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Refinancing) shall remain subject to the Security created by the relevant Security Documents,

and the Security Trustee shall (and is hereby instructed by the Lenders to) release any Security created by the Security Documents over the separate strata title issued for the Retail Properties and/or Car Park (or relevant parts thereof), which is to be made subject to such sale, at the cost and expense of the Borrower;

(v) any sale, lease, transfer or other disposal of any moveable asset made:

(A) in the ordinary course of business; or

(B) either in exchange for or to be replaced by other assets comparable or superior as to type, value and quality, due to obsolescence or wear and tear or where that asset is no longer material to the business of the Borrower Group taken as a whole;

(vi) any disposal of cash or cash equivalents:

(A) for the acquisition on arm’s length terms of assets or Investments permitted to be acquired under this Agreement; or

(B) for any other purpose not prohibited under this Agreement;

(vii) any disposal permitted under paragraph (d) or (e) of Clause 26.4 ( Negative pledge );

(viii) any sale, lease, transfer or other disposal agreed by the Agent (acting on the instructions of the Majority Lenders);

(ix) with respect to any property (whether a tangible or intangible asset, or real or personal property), any of the following: (A) any loss, destruction or damage of such property or asset; (B) any actual condemnation, seizure or taking by exercise of the power of eminent domain or otherwise of such property or asset, or confiscation of such property or asset or the requisition of the use of such property or asset; (C) any settlement in lieu of item (B) above, or (D) any transfer of any personal property or personal asset to the insurer in connection with an insured claim, provided that nothing in this sub-paragraph (ix) shall limit or prevent the occurrence of any Event of Default or limit or restrict the rights of the Finance Parties under Clause 27 ( Events of Default );

(x) any sale, lease, transfer or other disposal of Intellectual Property Rights to any Affiliate in connection with the overall management of Intellectual Property Rights of the Sponsor and its Subsidiaries, so long as the Borrower’s ability to use any necessary Intellectual Property and otherwise carry on its business as then conducted and contemplated to be conducted is not hindered thereby;

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(xi) any sale, lease, transfer or other disposal between or among any members of the Borrower Group (provide that the Borrower may not dispose of any Charged Assets except as otherwise permitted by this Agreement);

(xii) the members of the Borrower Group may sell or transfer assets pursuant to a sale-leaseback transaction permitted by paragraph (e) of Clause 26.4 ( Negative pledge );

(xiii) any sale, lease, transfer or other disposal on market terms of any construction equipment no longer required for the Borrower Group’s business;

(xiv) any transfer, on terms reasonably satisfactory to the Agent, of immaterial portions of the Properties to the Government of Singapore upon the written request of the Government of Singapore and its stated intent to use such portions in connection with infrastructure, roadway, utility easement, or other “public works” purposes (so long as such transfer does not impair in any material way the ability of the Borrower to construct, develop, open, manage and/or operate the Integrated Resort Project);

(xv) the dissolution, liquidation or winding-up of any Excluded Subsidiary, provided that prior to such event, any assets held by the entity to be so dissolved, liquidated or wound-up are distributed to a member of the Borrower Group;

(xvi) the Permitted Reorganisation of a Restricted Subsidiary;

(xvii) any sale, lease, transfer or other disposal of any Permitted FF&E permitted by the terms of the relevant Permitted FF&E Indebtedness, provided that all proceeds from a sale are applied in accordance with the terms of such Permitted FF&E Indebtedness;

(xviii) any sale, lease, transfer or other disposal of any Aircraft/Watercraft subject to any Permitted Aircraft/Watercraft Indebtedness, provided that all proceeds from a sale are applied in accordance with the terms of such Permitted Aircraft/Watercraft Indebtedness ;

(xix) any sale, lease, transfer or other disposal of the Retail Properties (or the relevant portion thereof) and/or Car Park (or the relevant portion thereof) subject to any Permitted Refinancing to any Excluded Subsidiary, provided that all proceeds from a sale are applied in accordance with the terms of such Permitted Refinancing;

(xx) any sale, lease, transfer or other disposal of any moveable asset, where the higher of the market value or consideration receivable (when aggregated with the higher of the market value or consideration receivable for any other sale, lease, transfer or other disposal of moveable assets, other than any permitted under sub-paragraphs (i) to (xix) above) does not exceed S$15,000,000 (or its equivalent in another currency or currencies) in any calendar year; or

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(xxi) any sale, transfer or disposal permitted by paragraph (f) of Clause 26.4 ( Negative pledge ).

(c) The Security Trustee shall (and is hereby instructed by the Lenders to) release any Security created by the Security Documents over any assets subject to a permitted disposal under paragraph (b) above, at the cost and expense of the Borrower and subject to the satisfaction of any terms and conditions applicable to such disposal.

26.6 Restrictive agreements, negative pledges

No Obligor shall (and the Borrower shall ensure that no other member of the Borrower Group will) enter into (nor, after the first Utilisation Date, have outstanding) any agreement or arrangement (other than the Transaction Documents) prohibiting or restricting the creation or existence of any Security on any asset of any member of the Borrower Group, other than:

(a) in respect of specific assets encumbered to secure payment of Financial Indebtedness, where such encumbering and Financial Indebtedness is permitted by this Agreement;

(b) in relation to the Borrower, up to the date of the First Utilisations:

(i) the Existing Bridge Facilities Security; and

(ii) any such prohibitions or restrictions under the Existing Bridge Facilities and the Existing FRNs;

(c) as contained in the Development Agreement or (once issued) the Lease, or (but without limiting Clause 27 ( Events of Default )) as otherwise required by applicable law or any regulation or order of the Government of Singapore, the Singapore Gaming Authority or the Lessor;

(d) in relation to any Aircraft/Watercraft, Retail Properties and/or Car Park, as may be provided for under the terms of the permitted Financial Indebtedness related thereto;

(e) customary prohibitions and restrictions contained in any leases, licences and/or sale and purchase agreements permitted by this Agreement, and subject always to the Security created by the Security Documents;

(f) in relation to any receivables or rental payments which are the subject of any sale or monetization permitted by paragraph (f) of Clause 26.4 ( Negative pledge ), as may be provided for under the terms of the agreement related thereto;

(g) in relation to any Subordinated Debt of an Obligor to a Subordinated Creditor referred to in paragraph (b) of the definition of subordinated Creditor, as may be provided in the documentation relating to such Subordinated Debt (to the extent it complies with the requirements of Subordinated Debt); or

(h) in relation to any Permitted FF&E Indebtedness of an Obligor, as may be

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provided in the documentation relating to such Permitted FF&E Indebtedness.

26.7 Financial Indebtedness

(a) No Obligor shall (and the Borrower shall ensure that no other member of the Borrower Group will) incur or have outstanding any Financial Indebtedness or any Designated RPS.


(i) up to the date of the First Utilisations, Financial Indebtedness in respect of the Existing Bridge Debt;

(ii) Financial Indebtedness under the Finance Documents;

(iii) Financial Indebtedness permitted by paragraph (b) of Clause 26.8 ( Loans and Guarantees );

(iv) all indebtedness constituting Excluded Proceeds;

(v) Subordinated Debt or Designated RPS which satisfy the requirements of paragraphs (a) and (c) of the definition of Subordinated Debt;

(vi) Permitted Aircraft/Watercraft Indebtedness and any Guarantee issued by the Borrower or any Restricted Subsidiary of that indebtedness (provided the aggregate principal amount of all such Guarantees shall not exceed S$300,000,000);

(vii) Permitted FF&E Indebtedness;

(viii) any Permitted Refinancing;

(ix) Financial Indebtedness owed by any member of the Borrower Group (other than the Borrower) to another member of the Borrower Group;

(x) to the extent that such incurrence does not result in the incurrence by any member of the Borrower Group of any obligation for the payment of Financial Indebtedness of others (other than other members of the Borrower Group), any Financial Indebtedness of a member of the Borrower Group incurred solely in respect of:

(A) performance bonds, completion guarantees, standby letters of credit or bankers’ acceptances, letters of credit in order to provide security for workers’ compensation claims, payment obligations in connection with self insurance or similar requirements, surety and similar bonds and statutory claims of lessors, licensees, contractors, franchisees or customers in each case to the extent the Financial Indebtedness in respect of such facilities are on terms more favourable than those under the Ancillary Facilities; and

(B) bonds securing the performance of judgments or a stay of process in proceedings to enforce a contested liability or in connection with any

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order or decree in any legal proceeding,

provided that such Financial Indebtedness described in this sub-paragraph (x) was incurred in the ordinary course of business of the member of the Borrower Group and all such Financial Indebtedness pursuant to this sub-paragraph (x) does not exceed in an aggregate principal amount outstanding at any one time S$100,000,000;

(xi) Financial Indebtedness arising from any agreement entered into by any member of the Borrower Group providing for indemnification, purchase price adjustment or similar obligations, in each case, incurred or assumed in connection with a sale, lease, transfer or other disposition of any asset permitted pursuant to paragraph (b) of Clause 26.5 ( Disposals );

(xii) Financial Indebtedness in respect of derivative transactions entered into pursuant to Clause 26.9 ( Hedging ); or

(xiii) Financial Indebtedness of any member of the Borrower Group, to the extent covered by a guarantee, bond, letter of credit or other instrument issued under any Ancillary Facility.

26.8 Loans and Guarantees

(a) No Obligor shall (and the Borrower shall ensure that no other member of the Borrower Group will):

(i) make any loan, or provide any form of credit or financial accommodation, to any other person; or

(ii) give or issue any guarantee, indemnity, bond or letter of credit to or for the benefit of, or in respect of liabilities or obligations of, any other person or voluntarily assume any liability (whether actual or contingent) of any other person.


(i) loans, guarantees or indemnities under the Finance Documents;

(ii) guarantees or indemnities in respect of any Permitted FF&E Indebtedness and Permitted Refinancing incurred by it;

(iii) investments permitted under Clause 26.18 ( Acquisitions and investments ) to the extent they constitute loans, guarantees, indemnities or other contingent liabilities;

(iv) any Guarantee issued in respect of any Permitted Aircraft/Watercraft Indebtedness (provided that the principal amount of all such Guarantees shall not exceed S$300,000,000);

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(v) loans, guarantees or indemnities with respect to Financial Indebtedness and other obligations of another member of the Borrower Group (which Financial Indebtedness or obligation is otherwise permitted under this Agreement);

(vi) trade credit, guarantees, indemnities, bonds and letters of credit granted, given or issued by an Obligor on arm’s length terms and in the ordinary course of its trading, not in respect of Financial Indebtedness;

(vii) indemnities given by any Subsidiary of the Borrower in respect of any Permitted Aircraft/Watercraft Indebtedness incurred by it;

(viii) loans, guarantees, indemnities, bonds and letters of credit permitted by paragraph (b) of Clause 26.7 ( Financial Indebtedness );

(ix) any loans or advances made by any member of the Borrower Group to employees or directors or former employees or directors of any member of the Borrower Group in an amount not to exceed S$5,000,000 in the aggregate outstanding at any time;

(x) Borrower Group Subordinated Guarantees; or

(xi) in relation to the Borrower, up to the date of the First Utilisations any guarantees or indemnities under the Existing Bridge Facilities and the Existing FRNs.

26.9 Hedging

(a) Within four Months after the date of this Agreement, the Borrower shall enter into interest rate hedging transactions with the Hedging Banks (whether through interest rate swaps, collars, caps or other agreements reasonably satisfactory to the Agent and the Borrower (each a “ Hedging Document ”)) to hedge interest rate exposures in respect of:

(i) not less than 50 per cent. of the total principal amounts outstanding under the Term Loan Facilities and Facility D (including the Swingline Facility) at any time; and

(ii) not more than 100 per cent, of the aggregate of the Total Facility A Commitments, the Total Facility B Commitments and the Total Facility D Commitments (including the Total Swingline Commitments) at any time.

(b) The interest rate hedging under each Hedging Document shall be:

(i) for a period of not less than three years; or

(ii) such shorter period ending on the Termination Date.

(c) At or before the time that the Borrower enters into any Hedging Document with a Hedging Bank, the Borrower shall ensure that the counterparty accedes as a Hedging Bank to the Intercreditor Agreement.

(d) For the avoidance of doubt, the Borrower is permitted to enter into hedging

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transactions with respect to its other Financial Indebtedness that it is permitted to incur under this Agreement. 26.10 Commercial Documents

(a) The Borrower shall:

(i) perform and comply with:

(A) its obligations under or in connection with the Development Agreement and the Lease, other than obligations of a minor or technical nature, the non-fulfilment of which would not be materially adverse to the interests of the Lenders;

(B) the Consent; and

(C) in all material respects with its material obligations under or in connection with the other Commercial Documents;

(ii) notify the Agent (promptly upon becoming aware of the same) of:

(A) any breach by any party of its obligations or any default under the Development Agreement, the Lease or the Consent; and

(B) any material breach by any party of its obligations or any default under the Commercial Documents;

(iii) take all reasonable steps to enforce (except to the extent permitted by paragraph (b) below):

(A) any claim or right it has under or in connection with the Development Agreement, the Lease or the Consent; and

(B) any material claim or right it has under or in connection with any other Commercial Document;

(iv) notify the Agent promptly of any material claim made under a Commercial Document; and

(v) provide the Agent with reasonable details of any claim under sub-paragraph (iv) above and its progress and notify the Agent as soon as practicable upon that claim being resolved.

(b) The Borrower shall not amend, terminate, give any waiver or consent under, or agree or decide not to enforce, in whole or in part, any term or condition of:

(i) the Development Agreement, the Lease or the Consent, save for amendments, waivers, consents or non-enforcements which:

(A) are not materially adverse to the interests of the Lenders;

(B) are minor or technical; or

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(C) have been approved in writing by the Agent (acting on the instructions of the Majority Lenders (which approval shall not be unreasonably withheld)); or

(ii) any other Commercial Document, save for non-material amendments, waivers, consents or non-enforcements or amendments, waivers, consents or non-enforcements which are minor or technical or have been approved in writing by the Agent (acting on the instructions of the Majority Lenders (such consent not to be unreasonably withheld)).

26.11 Integrated Resort Project

The Borrower shall:

(a) ensure and procure that the Integrated Resort Project is designed, constructed and developed substantially in accordance with the Commercial Documents, as and when required;

(b) promptly obtain (and in all material respects comply with), as and when required each Planning Permission required to design, construct and develop the Integrated Resort Project in accordance with the Commercial Documents;

(c) ensure and procure that the Integrated Resort Project is constructed to a high and substantial standard of construction and in accordance with all applicable laws and regulations;

(d) act as the project manager of the Integrated Resort Project and in such capacity, manage and oversee all aspects of the Integrated Resort Project, and ensure and procure that it employs suitably qualified officers and other technical and professional staff to enable it to fulfil this role so as to ensure the completion of the Integrated Resort Project in accordance with the Commercial Documents;

(e) ensure and procure that the Casino Licence is obtained in accordance with the Commercial Documents;

(f) ensure and procure that the Integrated Resort Project is implemented so that:

(i) each Milestone is met; and

(ii) the Operating Commencement Date occurs on or before 31 December 2010,

or, in each case, following the occurrence of a Force Majeure Event, the relevant deadline under sub-paragraph (i) or (ii) above shall be extended by the number of days of delay caused by such Force Majeure Event, as reasonably determined by the Agent (subject to the reasonable approval of the Majority Lenders); and

(g) to the extent within its reasonable control, use its commercially reasonable endeavours to remedy any Force Majeure Event.

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26.12 Accounts

(a) The Borrower shall:

(i) open the Revenue Accounts in good time before any Integrated Resort Revenues become receivable;

(ii) open the Funding Shortfall Account and Prepayment Account in good time before the date that it estimates that any Funding Shortfall Amount or, as the case may be, prepayment amount will become payable; and

(iii) at all times maintain the Accounts with the Account Banks.

(b) The Borrower may not open or maintain any bank, deposit, savings or other account, other than the Accounts, with any person unless:

(i) such account(s) are secured in favour of the Security Trustee on substantially the same terms as the Accounts or (where such account(s) are Offshore Collection Accounts) to the extent required by the definition of Offshore Collection Accounts;

(ii) such account(s) contain cash owned by customers of the Borrower or cash held by the Borrower in a fiduciary capacity for its customers or employees; or

(iii) such account(s) are used to receive proceeds of any Permitted FF&E Indebtedness.

(c) Each Account shall be a separate account at the relevant Account Bank.

(d) Neither the existence of the Accounts, nor the insufficiency of funds in any of them, nor any inability to apply any funds in any of them towards the relevant payment, shall affect the obligation of the Borrower to make all payments required to be made to the Secured Creditors or any of them on the due date for such payments in accordance with the Finance Documents.

(e) No sum may be credited to or withdrawn from any Account except as expressly permitted or required by this Agreement.

(f) Subject to paragraph (i) below, the Agent shall pay the proceeds of all Loans into the Disbursement Account.

(g) The Borrower shall ensure the payment into a Disbursement Account of:

(i) the proceeds of all First Financing Contributions to be applied towards refinancing the Existing Bridge Debt;

(ii) the proceeds of all Financing Contributions (other than to those made to finance Funding Shortfalls or Funding Shortfall Amounts) paid into the Financing Contributions Account, not later than the date of the relevant Utilisation Request;

(iii) the proceeds of all HoldCo Project Contributions and Sponsor Project Contributions paid into the Financing Contributions Account, by the time

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required by Clause 3.1 ( Sponsor Project Undertakings ) of the Sponsor Support Agreement; and (iv) the proceeds of all withdrawals made from a Control Account pursuant to paragraph (p) below in respect of Project

Costs or other payments permitted by paragraph (h) below.

(h) Subject to paragraph (q) below, the Borrower may withdraw sums from a Disbursement Account:

(i) to make payments for the purposes permitted under Clause 3.1 ( Purpose ) falling due at any time;

(ii) to meet Construction Costs and/or Borrower Costs due or falling due at any time;

(iii) as permitted or required pursuant to this Agreement to pay Financing Costs falling due at any time;

(iv) with the prior written consent of the Agent (acting on the instructions of the Majority Lenders).

(i) The Borrower shall ensure the payment into a Control Account of the proceeds of First Financing Contributions and the Facility A Loans, in an amount equal to the Excess Amount, if any.

(j) The Borrower shall ensure the payment into the Financing Contributions Account of:

(i) the proceeds of all Financing Contributions (other than those made to finance Funding Shortfalls or Funding Shortfall Amounts); and

(ii) the proceeds of all HoldCo Project Contributions and Sponsor Project Contributions.

(k) Subject to paragraph (q) below, the Borrower shall immediately withdraw sums deposited in a Financing Contributions Account and deposit them in a Disbursement Account.

(l) The Borrower shall ensure the payment into the Funding Shortfall Account of all Financing Contributions made to finance Funding Shortfalls or Funding Shortfall Amounts.

(m) Subject to paragraph (q) below, the Borrower may withdraw sums from the Funding Shortfall Account to:

(i) make payments of Funding Shortfalls; and/or

(ii) reimburse the Sponsor or (as the case may be) HoldCo in respect of its payments, made under paragraph (c) of Clause 3.1 ( Sponsor Project Undertakings ) or, as the case may be, paragraph (a)(ii) of Clause 3.2 ( HoldCo Project Contributions ) of the Sponsor Support Agreement.

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(n) The Borrower shall ensure the payment into the Revenue Accounts of all Integrated Resort Revenues (other than On-Site Cash) and all cash distributions or distributions received from any IR Project Vehicles funded through Permitted Investments falling within the description of paragraph (a)(i) of the definition of Permitted Investments.

(o) Subject to paragraph (q) below, the Borrower may withdraw sums from the Revenue Accounts:

(i) to make payments for any of the purposes permitted by paragraph (h) above;

(ii) as permitted or required pursuant to this Agreement to pay Financing Principal falling due at any time;

(iii) to invest in Cash Equivalent Investments in accordance with Clause 26.18 ( Acquisitions and investments );

(iv) to fund any Permitted Investment;

(v) to fund any other purpose not prohibited by this Agreement;

(vi) to fund Operating Costs; or

(vii) with the prior consent of the Agent (acting on the instructions of the Majority Lenders).

(p) Subject to paragraph (q) below, the Borrower may withdraw sums from a Control Account and deposit them in a Disbursement Account to (i) fund Project Costs or (ii) make any other payments permitted by paragraph (h) above:

(A) where the Borrower delivers to the Agent:

(1) an original duly completed Withdrawal Request not later than the Specified Time (or such later time as the Agent may agree) (which will not be regarded as having been duly completed unless it identifies the purpose of the withdrawal); or

(2) (I) a scanned copy of a duly completed Withdrawal Request by email and followed by (II) the original duly completed Utilisation Request (or a fax copy of the duly completed Withdrawal Request), in each case, not later than the respective Specified Times (or such later time as the Agent may agree) (which will not be regarded as having been duly completed unless it identifies the purpose of the withdrawal);

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(B) the Borrower delivers to the Agent a duly completed Withdrawal Request (which will not be regarded as having been duly completed unless it identifies the purpose of the withdrawal);

(C) where those Project Costs are Construction Costs:

(1) on the date of the Withdrawal Request, the Agent has received a Construction Certificate:

(aa) certifying that each applicable Milestone that has passed has been achieved;

(bb) confirming that the Borrower has provided invoices and/or other evidence reasonably satisfactory to the Lenders’ Construction Consultant (or, as the case may be, the Quantity Surveyor) that, as at the date of the withdrawal:

(I) the proceeds of such withdrawal are required by the Borrower to meet Construction Costs; and

(II) such Construction Costs have become due and payable; and

(cc) setting out the details of any Funding Shortfall that existed before the date of the withdrawal and which has not been previously notified to the Agent; and

(2) the Withdrawal Request confirms to the reasonable satisfaction of the Agent that, as at the date of the proposed withdrawal, an amount equal to any outstanding Funding Shortfall Amount has been deposited in the Funding Shortfall Account; and

(D) where those Project Costs are Borrower’s Costs:

(1) (up to the Total Construction Costs Termination Date) on the date of the Withdrawal Request, the Agent has received a Borrower’s Certificate:

(aa) confirming and attaching Payment Evidence (in respect of an amount not less than such part of the withdrawal to be applied to fund Borrower’s Cost) reasonably satisfactory to Agent; and

(bb) certifying to the Agent that, within 30 days of the date of the proposed withdrawal, the Borrower shall deliver to the Agent a copy of each invoice or other appropriate evidence (containing details reasonably satisfactory to the Agent) evidencing such Borrower’s Costs that:

(I) (on or prior to the Operating Commencement Date) exceeds S$100,000 (or its equivalent in any other

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currency or currencies); and

(II) (after the Operating Commencement Date) exceeds S$500,000 (or its equivalent in any other currency or currencies),

in each case, relating to the Borrower’s Costs (other than payroll payments) comprised in that Payment Evidence,

that, as at the date of the Withdrawal Request:

(xx) the proceeds of such withdrawal are required by the Borrower to meet Borrower’s Costs; and

(yy) such Borrower’s Costs have become due and payable; and

(2) the Withdrawal Request:

(aa) confirms to the reasonable satisfaction of the Agent that, as at the date of the proposed withdrawal, an amount equal to any outstanding Funding Shortfall Amount has been deposited in the Funding Shortfall Account; and

(bb) sets out the details of any Funding Shortfall that existed before the date of the withdrawal and which has not been previously notified to the Agent.

Notwithstanding anything in this paragraph (p), the Borrower shall be entitled to transfer sums from a Control Account into another Control Account, provided that the Borrower shall promptly notify the Agent of any such transfer.

(q) Up to the Total Construction Costs Termination Date, on the date of each withdrawal made by the Borrower from an Account, the Borrower shall be deemed to represent and warrant that:

(i) in relation to each Disbursement Account, each Financing Contributions Account, the Funding Shortfall Account, each Revenue Account and the Prepayment Account, the withdrawal is made:

(A) for a purpose permitted or required by this Agreement; and

(B) for a purpose which has become due and payable or for which an invoice has been received;

(ii) in relation to each Disbursement Account, the withdrawal is made for a purpose, which when aggregated with all other withdrawals made from the Disbursement Accounts pursuant to this Clause 26.12 for the same purpose, does not exceed the amount of all sums paid into the Disbursement Accounts to fund such purpose; and

(iii) in relation to the Funding Shortfall Account for a continuous period of at least three Months up to and including the date of such withdrawal, the aggregate

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amount of all Funding Shortfalls is less than S$804,540,000.

(r) The Borrower shall, as soon as practicable and in any event not later than 20 Business Days after the end of each Accounting Quarter, deliver to the Agent a report on:

(i) each Account opened and/or closed for that Accounting Quarter; and

(ii) each Account with a closing balance for that Accounting Quarter of more than S$5,000,000 (or its equivalent in any other currency or currencies).

(s) The Borrower shall promptly provide the Agent (for consideration by it and the other Finance Parties) with any information the Agent reasonably requests in relation to any of the Accounts.

26.13 Material Construction Contracts

(a) The Borrower:

(i) shall not make or agree to any material amendment to any Main Construction Contract which would reasonably be expected to result in a Material Adverse Effect; and

(ii) shall not cancel, rescind or otherwise terminate or agree to any termination or accept any repudiation or purported repudiation of any Main Construction Contract, other than where:

(A) a replacement Main Construction Contract is reasonably likely to be (and is) entered into within three Months (or such longer period as the Technical Bank (in consultation with the Lenders’ Construction Consultant) may reasonably agree) of such event;

(B) the Borrower demonstrates to the Technical Bank’s reasonable satisfaction (in consultation with the Lenders’ Construction Consultant), that a replacement is unnecessary or where the failure to replace would not be reasonably expected to have a Material Adverse Effect; or

(C) the Technical Bank (in consultation with the Lenders’ Construction Consultant) and the Borrower agree that the part of the Integrated Resort Project to which that Main Construction Contract relates, has been modified or abandoned so that such contract is no longer required.

(b) The Borrower:

(i) shall:

(A) pay or procure to be paid punctually all sums due or to become due from it under the Material Construction Contracts and all other costs relating to the Integrated Resort Project for which it is liable in

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accordance with any Material Construction Contract (save for any bona fide dispute which the Borrower may have against the relevant parties to the Material Construction Contract entitling it to withhold payment or provide alternative security for payment pending such dispute or where the failure to make such payment would not reasonably be expected to have a Material Adverse Effect);

(B) duly comply with all its obligations, and take all reasonable steps to ensure due compliance by the other parties with all their respective obligations, under the Material Construction Contracts, in each case, where the failure to do so would reasonably be expected to have a Material Adverse Effect; and

(C) preserve and maintain all rights, franchises and privileges necessary, advisable or appropriate for or in connection with the Integrated Resort Project, in each case, where the failure to do so would reasonably be expected to have a Material Adverse Effect; and

(ii) to the extent within its reasonable control, shall use its commercially reasonable endeavours to remedy any consequences of any Force Majeure Event arising in relation to the Material Construction Contracts.

26.14 Change of business

The Borrower shall ensure that no material change is made to the general nature of the business of the Borrower or the Borrower Group taken as a whole from that carried on at the date of this Agreement except:

(a) as results from the contemplated construction, development, ownership, operation and implementation of the Integrated Resort Project; or

(b) where the change involves any activity or business incidental, related or similar thereto, or any business or activity that is a reasonable extension, development or expansion thereof or ancillary thereto, including, but not limited to, any internet gaming, hotel, entertainment, recreation, convention, trade show, meeting, retail sales, leasing, transportation or other activity or business designated to promote, market, support, develop, construct or enhance the casino gaming, hotel, retail and entertainment, mall and/or resort business operated by the Borrower Group.

26.15 Merger

No Obligor shall (and the Borrower shall ensure that no other member of the Borrower Group will) enter into any amalgamation, demerger, merger or corporate reconstruction or reorganisation, other than:

(a) in relation to a Restricted Subsidiary:

(i) any Permitted Reorganisation; or

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(ii) any internal corporate reconstruction or reorganisation that:

(1) does not result in any amalgamation, demerger or merger; and

(2) will not result in a Default or a Material Adverse Effect; and

(b) in relation to the Borrower, any internal corporate reconstruction, reorganisation or Permitted Corporate Restructuring that:

(i) will not result in a Default or a Material Adverse Effect; and

(ii) either:

(A) does not result in any amalgamation, demerger or merger; or

(B) where it results in a merger with a Restricted Subsidiary, the Borrower is, and will be, the surviving legal entity and the Agent receives a legal opinion (in form and substance reasonably satisfactory to the Agent) from the legal advisers to the Borrower in Singapore, confirming this.

26.16 Restricted payments


(i) pay, repay or prepay any principal, interest (provided that interest (A) may accrue and (B) may be evidenced by any instrument which constitutes Subordinated Debt) or other amount on or in respect of, or redeem, purchase or defease, any Subordinated Debt; or

(ii) reduce, return, purchase, repay, cancel or redeem any of its shares.

(b) Paragraph (a) above does not apply to, if no Event of Default is continuing, the payment of interest, fees, commissions, costs and expenses and other payments not in the nature of principal, due and payable in respect of Subordinated Debt made available by a Subordinated Creditor described in paragraph (b) of that definition.

(c) The Borrower shall not declare, pay or make any dividend or other payment or distribution of any kind (each, a “ Dividend ”) to its shareholders on or in respect of any of its shares.

(d) Paragraphs (a)(ii) and (c) above do not apply to:

(i) any Dividend declared, paid or made or any return, purchase, repayment, cancellation or redemption of shares in the Borrower (other than shares which are Subordinated Debt):

(A) at least six Months after the Operating Commencement Date;

(B) the amount of which, when aggregated with all other dividends (other than dividends permitted by the other provisions of this paragraph (d)) declared in the same financial year of the Borrower, does not exceed

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the amount specified opposite the relevant ratio set out in the following table in which the ratio of Debt as of the end of each Accounting Quarter to Consolidated Adjusted EBITDA for such Accounting Quarter falls (as certified by an authorised officer or authorised signatory of the Borrower to the Agent):

Ratio of Debt to Consolidated Adjusted EBITDA Amount

Lower than or equal to 2.50 to 1 Unlimited Higher than 2.50 to 1 but lower than or equal to 3.50 to 1 S$300,000,000

Higher than 3.50 to 1 Nil

(C) where, immediately following such Dividend, the aggregate Capital Expenditure reserve of the Borrower is at least S$38,000,000; and

(D) where no Event of Default is continuing or would reasonably be expected to result from such Dividend;

(ii) any payments to the Sponsor or any member of the consolidated group of which the Sponsor is the common parent, for the purpose of reimbursing the Sponsor or such member for any Taxes incurred by the Sponsor or such member that are directly attributable to its ownership of the Borrower (as certified by an authorised officer or authorised signatory of the Borrower to the Agent);

(iii) any payment to the Sponsor or HoldCo:

(A) for the sole purpose of reimbursing the Sponsor and its Affiliates or, as the case may be, HoldCo for any Project Costs or Operating Costs directly incurred by the Sponsor and its Affiliates or, as the case may be, HoldCo on behalf of the Borrower (as certified by an authorised officer or authorised signatory of the Borrower to the Agent); and

(B) where such payment would not result in the ratio of the aggregate of all Financing Contributions (without double counting) to all Project Costs incurred to-date being less than 0.20 to 1; and

(C) where no Event of Default is continuing or would reasonably be expected to result from such payment;

(iv) where no Event of Default is continuing, any Dividend declared, paid or made to HoldCo to enable HoldCo to pay interest, fees, commissions, costs and expenses and other payments not in the nature of principal on HoldCo Subordinated Debt; or

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(v) where no Event of default is continuing, Dividends to Holdco (A) in an aggregate amount not to exceed S$500,000 in any fiscal year, to the extent necessary to permit Holdco to pay general administrative costs and expenses and (B) to the extent necessary to permit Holdco to pay franchise taxes, and accounting, legal and other professional fees in relation to (1) the Borrower and/or the Integrated Resort, (2) Holdco in its capacity as the owner of all of the equity interests of the Borrower, and (3) all activities of Holdco in such capacity referred to in the foregoing item (2).

(e) Paragraphs (a) and (c) above do not apply to:

(i) any reimbursements made in accordance with paragraph (m)(ii) of Clause 26.12 ( Accounts ); or

(ii) any payment, dividend, distribution or release made in accordance with paragraph (b) of Clause 25.3 ( Rectification ).

26.17 Arm ’s length terms

No Obligor shall (and the Borrower shall ensure that no other member of the Borrower Group will) enter into any contract or arrangement with or for the benefit of any Affiliate (including any disposal to that person) other than:

(a) on arm’s length terms;

(b) any transaction, agreement, contract or arrangement permitted by Clause 26.5 ( Disposals ), Clause 26.7 ( Financial Indebtedness ), Clause 26.8 ( Loans and guarantees ), paragraph (m)(ii) of Clause 26.12 ( Accounts ), Clause 26.16 ( Restricted Payments ) or Clause 26.18 ( Acquisitions and investments );

(c) any inter-company services and/or procurement contract or arrangement to be entered into by the Borrower on terms consistent with the past practice of other Subsidiaries of the Sponsor for performing similar functions;

(d) transfers of Intellectual Property Rights permitted by paragraph (b)(viii) of 26.5 ( Disposals );

(e) any equity contributions or Subordinated Debt which are Excluded Proceeds or which are made to the Borrower solely to finance the prepayment or repayment of Utilisations or for any other purpose permitted by this Agreement;

(f) any employment, compensation, indemnification, non-competition or confidentiality agreement or arrangement entered into by a member of the Borrower Group with its employees or directors in the ordinary course of business or as approved by a majority of the members of the board of directors (or functional equivalent thereof) of such member of the Borrower Group in its reasonable determination;

(g) loans or advances to employees of the members of the Borrower Group

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permitted under paragraphs (c)(vii) and (c)(xii) of Clause 26.18 ( Acquisitions and investments );

(h) transactions contemplated by each Commercial Document and Project Document;

(i) reciprocal easement and other similar agreements required or permitted to be entered into pursuant to the Finance Documents;

(j) (A) license agreements with an Excluded Subsidiary (including licenses permitting an Excluded Subsidiary to use Intellectual Property Rights of the members of the Borrower Group) and (B) any other agreements with an Excluded Subsidiary, provided the terms of such other agreement under this item (B) or any amendment to such agreement are no less favorable to the members of the Borrower Group than those that would have been obtained in a comparable transaction by such member with an unrelated person;

(k) any agreement not specifically prohibited hereunder by an Excluded Subsidiary to pay management fees to a member of the Borrower Group directly or indirectly;

(l) any arrangement permitted or contemplated by this Agreement;

(m) any contract or arrangement agreed by the Majority Lenders;

(n) any transaction arising between members of the Borrower Group not specifically prohibited by this Agreement;

(o) the Sponsor Support Agreement or any arrangement contemplated thereby; or

(p) repayments of Sponsor Group Contributions permitted by paragraph (b) of Clause 25.3 ( Rectification ).

26.18 Acquisitions and investments


(i) invest in or acquire any share in or any security issued by any person, or any interest therein or in the capital of any person, or make any capital contribution to any person; or

(ii) invest in or acquire any business or going concern, or the whole or substantially the whole of the assets or business of any person, or any assets that constitute a division or operating unit of the business of any person.

(b) No Obligor shall (and the Borrower shall ensure that no other member of the Borrower Group will) enter into any joint venture, consortium, partnership or similar arrangement with any person.

(c) Paragraphs (a) and (b) above do not apply to:

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(i) the acquisition of the Properties or the design, construction, development, pre-opening, operation and implementation of the Integrated Resort Project (including the acquisition of any Permitted FF&E);

(ii) any Permitted Investments;

(iii) Investments existing on the date of this Agreement and notified in writing to the Agent before such date;

(iv) Investments (including the formation or creation of a Subsidiary in compliance with the terms of this Agreement) by any member of the Borrower Group in any other member of the Borrower Group;

(v) any Investment made as a result of the receipt of non-cash consideration from the sale of any asset that was made pursuant to and in compliance with this Agreement;

(vi) trade receivables owing to any member of the Borrower Group if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided that such trade terms may include such concessionary trade terms as such member of the Borrower Group deems reasonable under the circumstances;

(vii) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(viii) Investments by the members of the Borrower Group in any Excluded Subsidiary, where those investments are made with proceeds that the Borrower is permitted to invest (or not restricted from investing) pursuant to the definition of Excluded Subsidiary;

(ix) Investments of cash or property in any joint venture, partnership, consortium or Excluded Subsidiary contributed to the Borrower by a member of the Sponsor Group or in exchange for common equity of the Borrower (in each case, excluding any contribution made pursuant to the terms of the Sponsor Support Agreement or otherwise required to be made pursuant to this Agreement);

(x) Investments by the members of the Borrower Group consisting of securities or other obligations received in settlement of debt created in the ordinary course of business and owing to other members of the Borrower Group or in satisfaction of judgments;

(xi) to the extent constituting Investments, transfers of Intellectual Property Rights permitted pursuant to paragraph (b)(x) of Clause 26.5( Disposals );

(xii) any indebtedness incurred by the members of the Borrower Group permitted under Clause 26.7 ( Financial Indebtedness ) and any guarantee, indemnity or

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contingent liability permitted under Clause 26.8 ( Loans and Guarantees ), to the extent such indebtedness or contingent liability constitutes an Investment;

(xiii) any investment in Cash Equivalent Investments; or

(xiv) any other Investment approved by the Majority Lenders.

26.19 Business of the Borrower

The Borrower shall not carry on any business or incur any material liability other than:

(a) as permitted by Clause 26.14 ( Change of business );

(b) all actions in connection with the undertaking of the design, construction, development, pre-opening, operation and management of the Integrated Resort Project;

(c) holding and developing the Properties in accordance with the Commercial Documents;

(d) the operation of the Integrated Resort, including the lease of the Properties (or any part of the Properties);

(e) liabilities incurred under the Transaction Documents, and Security created under the Finance Documents;

(f) liabilities permitted by the Finance Documents;

(g) up to the date of the first Utilisation, liabilities incurred in respect of the Existing Bridge Debt;

(h) refinancing the Facilities;

(i) any Permitted Investments;

(j) any acquisition or investment permitted by Clause 26.18 ( Acquisitions and investments ); or

(k) any other activity and business that is set forth in or permitted by Clause 26.14 ( Change of business ) or that is complementary, related or ancillary to or a reasonable extension of any activity set out in paragraphs (a) to (i) above.

26.20 Assets

The Borrower shall maintain all its assets necessary for the conduct of its business as conducted from time to time in good working order and condition, ordinary wear and tear excepted.

26.21 Insurance

(a) Each Obligor shall (and the Borrower shall ensure that each other member of the Borrower Group will) maintain insurances on and in relation to its business and assets with reputable underwriters or insurance companies:

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(i) against those risks, and to the extent, usually insured against by prudent companies located in the same or a similar location and carrying on a similar business; and

(ii) against those risks, and to the extent, required by applicable law or by contract,

including, in relation to the Borrower, those risks set out, and at commercially prudent levels no lower than those set out in, Schedule 12 ( Insurances ).

(b) Without limiting paragraph (a) above, the Borrower shall maintain the insurances set out in Schedule 12 ( Insurances ) and otherwise comply with the terms of Schedule 12 ( Insurances ).

(c) Each Obligor acknowledges that it is the sole party liable to pay premiums and shall (and the Borrower shall ensure that each other member of the Borrower Group will) promptly pay such premiums and do all things necessary to maintain insurances required of it by paragraphs (a) and (b) above.

(d) The Borrower shall:

(i) supply to the Agent prior to the First Utilisation Date and promptly upon subsequent request, certified true copies of each insurance policy or certificate of insurance issued by insurance brokers or underwriters relating to it and required by this Clause 26.21;

(ii) promptly notify the Agent of any fact, act or omission which has caused or may cause it to be in breach of any provision of this Clause 26.21 in relation to the Borrower and of any purported or threatened avoidance of any insurance policy in relation to the Borrower required by this Clause 26.21; and

(iii) promptly notify the Agent of any claim or notification under any of its insurance policies which is for, or might result in a claim under that policy for, at least S$10,000,000 (or its equivalent in another currency or currencies).

(e) No Obligor shall (and the Borrower shall ensure that no other member of the Borrower Group will) do or omit to do anything which might render any insurance required by this Clause 26.21 void, voidable or unenforceable.

26.22 Use of Proceeds

The Borrower will ensure that each Utilisation and utilisation of an Ancillary Facility (and the proceeds of each Utilisation and utilisation of an Ancillary Facility) are used in accordance with Clause 3.1 ( Purpose ), Clause 9.2 ( Purpose ) or paragraph (a)(ii) of Clause 10.7 ( Terms of Ancillary Facilities ) (as applicable).

26.23 Environmental undertakings

Each Obligor shall (and the Borrower shall ensure that each other member of the Borrower Group will):

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(a) comply in all material respects with all Environmental Laws to which it may be subject; and

(b) obtain all material Environmental Licences required or desirable in connection with its business and comply in all material respects with the terms of all those Environmental Licences ,

except for, in each case where a failure to do so would not reasonably be expected to have a Material Adverse Effect.

26.24 Intellectual Property

Each Obligor shall (and the Borrower shall ensure that each other member of the Borrower Group will):

(a) take all necessary action to obtain, safeguard, maintain in full force and effect and preserve its ability to enforce all Intellectual Property Rights owned by or licensed to it (to the extent that such Obligor or member of the Borrower Group has the right to enforce Intellectual Property Rights that are licensed to it), that are necessary for the conduct of its business as conducted from time to time, and not discontinue the use of any such Intellectual Property Rights (other than in the ordinary course of its business and where such discontinuance would not be reasonably expected to have a Material Adverse Effect), including:

(i) paying all applicable renewal fees, licence fees and other applicable fees; and

(ii) performing and complying with all laws and obligations to which it is subject as registered proprietor, beneficial owner, user, licensor or licensee of any such Intellectual Property Rights;

(b) promptly notify the Agent of any infringement or threatened or suspected infringement of or any challenge to the validity of any material Intellectual Property Rights owned by or licensed to it which may come to its notice, supply the Agent with all information in its possession relating thereto and take all necessary steps (including the institution of legal proceedings) to prevent third parties infringing any such Intellectual Property Rights; and

(c) take all necessary steps (including legal proceedings) to enforce the confidentiality of and prevent any improper use of any trade secret which is an Intellectual Property Right.

26.25 Taxes

(a) Each Obligor shall (and the Borrower shall ensure that each other member of the Borrower Group) shall pay all Taxes required to be paid by it when due (or, if earlier, before any penalty is or could be imposed, and before any Security is or could be imposed ranking in priority to the claims of any Finance Party or to any Security created pursuant to the Security Documents).

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(b) Paragraph (a) above does not apply to any Taxes:

(i) being contested by the relevant Obligor or member of the Borrower Group in good faith and in accordance with the relevant procedures;

(ii) which have been adequately disclosed in its financial statements, and for which adequate reserves are being maintained in accordance with GAAP; and

(iii) where payment can be lawfully withheld and will not result in the imposition of any penalty or Security as described in paragraph (a) above.

26.26 Financial assistance

Each Obligor shall ensure that all payments made by it, and any Security created pursuant to any Finance Document by it, are made or created in compliance with any applicable law or regulation in any relevant jurisdiction concerning financial assistance by a company for the acquisition of or subscription for shares .

26.27 Guarantees and Security

The Borrower shall:

(a) promptly notify the Agent:

(i) if any new Subsidiary of the Borrower is incorporated or formed; and

(ii) whether or not that Subsidiary is (or will be) a Restricted Subsidiary; and

(b) if such Subsidiary is a Restricted Subsidiary, within 30 days of a request by the Agent, ensure that it will become a Guarantor and provide a Restricted Subsidiary Debenture in favour of the Finance Parties and the Hedging Banks to secure all of the obligations of the Borrower under the Finance Documents.

27. EVENTS OF DEFAULT

Each of the events or circumstances set out in Clause 27 is an Event of Default.

27.1 Non-payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document (other than the Sponsor Support Agreement) at the place at and in the currency in which it is expressed to be payable unless:

(a) in the case of principal or interest or guarantee fee or standby fee, payment is made within three Business Days of its due date;

(b) in the case of fees and other amounts not constituting principal, interest, guarantee fee or costs and expenses, payment is made within seven Business Days of its due date; and

(c) in the case of costs, expenses and any other sums, payment is made within 15 Business Days of its due date, following the giving of the notice or demand

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(if any) required by the terms of the Finance Document,

provided that no Event of Default under this Clause 27.1 shall occur where, following the Agent giving notice to the Sponsor of the relevant Obligor’s non-payment on the relevant due date, payment is made (whether by the relevant Obligor, the Sponsor or any other person) within three Business Days of the expiry of the relevant grace period set out in paragraphs (a) to (c) above.

27.2 Breach of Sponsor and HoldCo payment obligations

The Sponsor or HoldCo does not make any Shareholder Contribution pursuant to the Sponsor Support Agreement on the due date, in the manner, at the place and in the currency in which it is expressed to be made, unless the Shareholder Contribution is made within 30 days of its due date.

27.3 Financial covenants

Any covenant set out in Clause 25.1 ( Financial covenants ) or Clause 25.2 ( Capital Expenditure ) is not satisfied.

27.4 Other obligations

(a) A Material Project Party or the Sponsor does not comply with any provision of the Finance Documents to which it is a party (other than those referred to in Clause 27.1 ( Non-payment ), Clause 27.2 ( Breach of Sponsor and HoldCo payment obligations ) or Clause 27.3 ( Financial covenants )).

(b) No Event of Default under paragraph (a) above in relation to any provision of the Finance Documents (other than Clause 24.9 ( Notification of Default )) will occur if the failure to comply is capable of remedy and is remedied within 30 days of the earlier of (i) a senior officer of the relevant Material Project Party or the Sponsor becoming aware of such default and (ii) the Agent or any Lender giving notice to the relevant Material Project Party or the Sponsor of the failure to comply.

27.5 Misrepresentation

Any representation or statement made or deemed to be made by a Material Project Party or the Sponsor in the Finance Documents to which it is a party or any other document delivered by or on behalf of any Material Project Party or the Sponsor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

27.6 Cross default

(a) Any Financial Indebtedness of any Material Project Party is not paid when due nor within any applicable grace period.

(b) Any Financial Indebtedness of any Material Project Party is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c) No Event of Default will occur under this Clause 27.6 if:

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(i) in relation to paragraphs (a) and (b) above, the holder of the relevant Financial Indebtedness waives the applicable failure to pay or other event of default (howsoever described) or such event of default is cured; or

(ii) if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (c) above, is less than S$100,000,000 (or its equivalent in any other currency or currencies).

27.7 Insolvency

(a) A Material Project Party or the Sponsor admits inability or is (or is deemed by applicable law or a court to be) unable to pay its debts as they fall due, suspends, or threatens to suspend, making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness

(b) A moratorium is declared by any Material Project Party or the Sponsor or by any person on behalf of any Material Project Party or the Sponsor in respect of any of its indebtedness.

27.8 Insolvency proceedings

(a) Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Material Project Party other than any Permitted Reorganisation, reconstruction or reorganisation permitted by Clause 26.15 ( Merger );

(ii) a composition, assignment or arrangement with any creditor of any Material Project Party;

(iii) the appointment of a liquidator (other than in respect of a solvent liquidation of a Restricted Subsidiary permitted by this Agreement), receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any Material Project Party or any of their respective assets; or

(iv) the commencement of enforcement proceedings with respect to any Security over any assets of any Material Project Party,

or any analogous procedure or step is taken in any jurisdiction.

(b) No Event of Default will occur under paragraph (a) above in connection with any legal proceedings or other procedure or step taken:

(i) under paragraph (a)(i) above in relation to a winding-up or an administration; or

(ii) under paragraph (a)(iii) above,

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which:

(A) is being contested by the relevant Material Project Party in good faith by appropriate means prior to an order being made against it and is discharged or stayed within 90 days of its commencement; or

(B) in respect of a Material Project Party which is not an Obligor or HoldCo, would not be reasonably expected to have a Material Adverse Effect.

(c) No Event of Default will occur under paragraph (a) above in connection with any legal proceedings or other procedure or step taken under paragraph (a)(iv) above,

(i) which is discharged or stayed within 14 days of its commencement; or

(ii) which is in respect of non-recourse indebtedness (being indebtedness where the provider or beneficiary of such indebtedness has no right of recovery for such indebtedness beyond the limited right of recourse against the relevant asset and, having realised the same, such provider or beneficiary is not entitled to take any further steps against the relevant Material Project Party or any of its other assets to recover any sums due under such indebtedness and in particular, that such provider or beneficiary is not entitled to petition to take any steps for the winding-up of the Material Project Party) aggregating not more than S$50,000,000 (or its equivalent in any other currency or currencies) and would not reasonably be expected to have a Material Adverse Effect.

(d) If a receiver, liquidator or trustee shall be appointed for the Sponsor, or if the Sponsor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to the United States Code entitled “Bankruptcy”, or any similar federal or State law, shall be filed by or against, consented to, or acquiesced in by the Sponsor, or if any proceeding for the dissolution or liquidation of the Sponsor shall be instituted; provided, however, that if such appointment, adjudication, petition or proceeding was involuntary, not consented to by the Sponsor and is being contested by the Sponsor in good faith by appropriate means, no Event of Default shall exist unless the same is not discharged, stayed or dismissed within 90 days of its commencement.

27.9 Creditors ’ process

Any expropriation, attachment, sequestration, distress or execution affects:

(a) any part of the Properties, any rights of the Borrower under the Development Agreement or the Lease or any other material asset or assets of the Borrower and is not discharged within 60 days; or

(b) any material asset or assets of any other Material Project Party or HoldCo and is not discharged within 60 days.

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27.10 Unlawfulness

It is or becomes unlawful for any Obligor, HoldCo or the Sponsor to perform any of its payment or other material obligations (as reasonably determined by the Majority Lenders) under the Finance Documents to which it is a party.

27.11 Repudiation

(a) Any Obligor, HoldCo or the Sponsor repudiates a Finance Document or a Commercial Document to which it is a party.

(b) The Lessor or any other relevant Governmental Agency repudiates a Commercial Document.

27.12 Security and guarantees

(a) Any Security Document or any guarantee in or any subordination under any Finance Document is not in full force and effect or any Security Document does not create in favour of the Security Trustee for the benefit of the Finance Parties and the Hedging Banks the Security which it is expressed to create fully perfected and with the ranking and priority it is expressed to have.

(b) Any Security Document is declared null and void by a Governmental Agency of competent jurisdiction, or any such Governmental Agency or any Obligor shall contest the validity, perfection or priority of the Security granted pursuant to any Security Document in favour of the Security Trustee.

(c) The Lessor:

(i) cancels, terminates or (to the detriment of the Secured Parties as secured parties (as reasonably determined by the Majority Lenders)) amends the Consent (other than an amendment permitted by paragraph (b)(i) of Clause 26.10 ( The Commercial Documents )); or

(ii) amends (to the detriment of the Secured Parties as secured parties (as reasonably determined by the Majority Lenders)) (other than any amendment permitted by Clause 26.10 ( Commercial Documents ), cancels or terminates the leasing arrangements contemplated by the Lease,

in each case without the consent of the Majority Lenders.

27.13 Carry on business

Any Obligor or HoldCo suspends or ceases (or threatens to suspend or cease) to carry on all or a material part of its business, except as permitted by this Agreement.

27.14 Nationalisation

There shall have occurred:

(a) any imposition of expropriatory or confiscatory taxes, or any nationalization, re-entry, requisition, expropriation, seizure, compulsory acquisition, modification, suspension, or confiscation (except routine actions for rights-of-way and similar actions that do not and are not reasonably expected to

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materially interfere with the construction or operation of the Integrated Resort Project) of the ownership or control of:

(i) all or any part (reasonably determined by the Majority Lenders to be material and notified to the Agent and the Borrower) of the Properties or the Integrated Resort Project; or

(ii) any material equity interests in any Obligor; or

(b) an extinguishment of any material rights benefiting, or imposition of any restrictions affecting or impacting, any governmental act or series of acts affecting or impacting, any delivery of any official governmental notice affecting or impacting or any change in any law of Singapore (other than the enactment of the Legislation (as defined in the Development Agreement)) governing, affecting or impacting, the Development Agreement or the Lease, the Borrower or the Integrated Resort Project that would deprive the Lenders of any of their material rights or remedies in respect of this Agreement or the other Finance Documents (including rights under the Security Documents).

27.15 Integrated Resort Project

(a) The whole or any material part (as reasonably determined by the Majority Lenders) of the Integrated Resort Project is cancelled or abandoned.

(b) The Integrated Resort Project is wholly or in any material part (as reasonably determined by the Majority Lenders) damaged or destroyed, whether insured or not, unless in respect of any such material part, the Borrower makes all commercially reasonable efforts to reinstate, rebuild or replace such material part within a reasonable period of time.

(c) The Integrated Resort Project is not in the process of being designed, constructed, developed, operated and otherwise executed substantially in accordance with the Commercial Documents, except, following the occurrence of a Force Majeure Event, to the extent of any delay permitted by paragraph (f) of Clause 26.11 ( Integrated Resort Project ) or any other provision of this Agreement.

(d) Without limiting paragraph (c) above, the Operating Commencement Date has not occurred by 31 December 2010 provided that, following the occurrence of a Force Majeure Event, such deadline shall be extended by the number of days of delay caused by such Force Majeure Event, as reasonably determined by the Agent (subject to the reasonable approval of the Majority Lenders).

(e) The Development Agreement or (once issued) the Lease is terminated.

(f) The Casino License:

(i) is not awarded to the Borrower in accordance, in all material respects, with the Commercial Documents; or

(ii) is cancelled, suspended, revoked or (to an extent which would be reasonably

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likely to have a Material Adverse Effect) varied (each a “ Licence Event ”), except where such Licence Event occurs after the Project Support Termination Date, within seven days of its occurrence, that Licence Event is itself cancelled or withdrawn and the Casino Licence is reinstated to at least the form it took prior to the occurrence of such Licence Event.

(g) Legislation is adopted, and the terms of such legislation are such that either the Borrower or the Lessor is unable to fulfil its material obligations (as reasonably determined by the Majority Lenders) under any Commercial Document.

(h) Any loss, termination (other than in accordance with its terms), suspension, revocation, cancellation or invalidation of a guarantee or equivalent agreement or instrument required by law or contract in support of the obligations of the Borrower under any Commercial Document occurs, in each case, without replacement thereof within 60 days on terms, with a counterparty, and pursuant to documentation, reasonably satisfactory in form and substance to the Agent (provided that such 60-day period shall be deemed to terminate immediately upon the occurrence of any loss or revocation of the Casino License (if issued)).

27.16 Development Agreement Event of Default/Lease Event of Default

Any Development Agreement Event of Default or Lease Event of Default occurs and such Development Agreement Event of Default or Lease Event of Default is not remedied to the satisfaction of the Lessor within the time specified by the Lessor.

27.17 Acceleration

(a) On and at any time after the occurrence of an Event of Default the Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower:

(i) cancel the Total Commitments whereupon they shall immediately be cancelled;

(ii) declare that all or part of the Utilisations, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or

(iii) declare that all or part of the Utilisations be payable on demand, whereupon they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders; and/or

(iv) declare that full cash cover in respect of each or any Bank Guarantee is immediately due and payable, whereupon it shall become immediately due and payable; and/or

(v) declare that full cash cover in respect of each or any Bank Guarantee is payable on demand, whereupon it shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders.

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(b) Where a claim by the beneficiary of the Bank Guarantees is only made under one or some (and not all) of the Bank Guarantees or any claim is not made by the beneficiary on a pro rata basis between all the Bank Guarantees, on and at any time after an occurrence of an Event of Default under Clause 27.1 ( Non-payment ) in relation to such claim or claims, the Agent may, and if so directed by the Facility C Lender or Facility C Lenders that have issued such Bank Guarantee or Bank Guarantees, by notice to the Borrower:

(i) declare that full cash cover in respect of each such Bank Guarantee(s) is immediately due and payable, whereupon it shall become immediately due and payable; and/or

(ii) declare that full cash cover in respect of each such Bank Guarantee(s) is payable on demand, whereupon it shall immediately become payable on demand by the Agent on the instructions of that Facility C Lender or, as the case may be, those Facility C Lenders.

(c) Promptly after being notified by the Agent of the Acceleration Date or any date on which the Facilities are cancelled under Clause 12.2 ( Change of Control ) or Clause 12.9 ( Prepayment Account ) each Ancillary Lender shall by notice to the Borrower:

(i) cancel its Ancillary Commitment whereupon it shall immediately be cancelled;

(ii) declare that all or the corresponding part of the utilisations under any Ancillary Facility provided by that Ancillary Lender, together with accrued interest, full cash cover in respect of all or the corresponding part of the contingent liabilities of that Lender under that Ancillary Facility, and all or the corresponding part of all other amounts accrued or outstanding in respect of that Ancillary Facility be immediately due and payable, whereupon they shall become immediately due and payable; and/or

(iii) declare that all or the corresponding part of the utilisations under any Ancillary Facility provided by that Ancillary Lender, together with accrued interest, full cash cover in respect of all or the corresponding part of the contingent liabilities of that Lender under that Ancillary Facility, and all or the corresponding part of all other amounts accrued or outstanding in respect of that Ancillary Facility be payable upon demand, whereupon they shall immediately become payable on demand by that Ancillary Lender (on the instructions of the Agent, if so directed by the Majority Lenders).

(d) No Ancillary Lender may at any time cancel the whole or any part of its Ancillary Commitment, declare that all or part of the utilisations under an Ancillary Facility provided by that Ancillary Lender be immediately due and payable or require the payment of cash cover in respect of all or any part of any contingent liabilities of that Lender under an Ancillary Facility unless the Agent has delivered a notice to the Company pursuant to sub-paragraph (ii) of paragraph (a) of this Clause 27.17 or the Facilities have been cancelled under Clause 12.2 ( Change of Control ) or Clause 12.9

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( Prepayment Account ).

27.18 Cure Period

(a) Up to the Project Support Termination Date, no notice may be given by the Agent under paragraph (a) or paragraph (b) of Clause 27.17 ( Acceleration ) in relation to any Event of Default (each a “ Relevant Event of Default ”) (other than an Event of Default under Clause 27.1 ( Non-payment ), Clause 27.4 ( Other obligations ) (but only in so far as it relates to paragraph (f) of Clause 26.11 ( Integrated Resort Project )), Clause 27.8 ( Insolvency proceedings ) (other than paragraph (a)(iv) of Clause 27.8 ( Insolvency proceedings )) or paragraph (d) of Clause 27.15 ( Integrated Resort Project )) for a period of two Months (the “ Cure Period ”) from the date of its occurrence.

(b) The Cure Period shall be extended by two Months if:

(i) the Borrower so requests by notice received by the Agent not less than 14 days (nor more than 30 days) before the expiry of the original Cure Period; and

(ii) the Agent notifies the Borrower that the Majority Lenders (acting reasonably) are satisfied that:

(A) the Relevant Event of Default is capable of remedy; and

(B) the Borrower and the Sponsor are taking all action and steps necessary so as to ensure the remedy of the Relevant Event of Default before the expiry of the extended Cure Period.

(c) There may be only one extension of the Cure Period and the provisions of this Clause 27.18 shall only apply to up to three Relevant Events of Default, whether or not they (i) occur on the same or different dates, (ii) are or are not linked to each other or (iii) are consequential to each other or arise under the same provision of the Finance Documents.

(d) Following the expiry of a Cure Period for a Relevant Event of Default (whether or not the Cure Period for another Relevant Event Default has commenced), the Agent and the Lenders shall have the right to give a notice under paragraph (a) of Clause 27.17 ( Acceleration ) and/or exercise all their rights against the Material Project Parties and the Sponsor under the Finance Documents.

(e) Nothing in Clause 27.18 ( Cure Period ) shall in any way limit or prejudice the obligations of the Obligors under the Finance Documents and the Obligors shall continue to comply with and be bound by their respective obligations under the Finance Documents during (and following) any Cure Period.

28. CHANGES TO THE LENDERS

28.1 Transfers by the Lenders

Subject to this Clause 28, a Lender (the “ Existing Lender ”) may transfer by novation any of its rights and obligations to any Eligible Lender (the “ New Lender ”).

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28.2 Conditions of transfer

(a) The consent of the Borrower (but not of the other Material Project Parties or the Sponsor) is required for a transfer by a Lender, unless the transfer is to another Lender or an Affiliate of a Lender or an Event of Default is continuing, in which case, no consent from the Borrower is required (unless the transfer would result in the Borrower having to make any payment described in paragraph (d)(ii) below).

(b) The consent of the Borrower to a transfer must not be unreasonably withheld or delayed. For the avoidance of doubt, it will be reasonable for the Borrower to refuse its consent, where the transfer would result in the Borrower having to make any payment described in paragraph (d)(ii) below.

(c) A transfer will only be effective if the procedure set out in Clause 28.5 ( Procedure for transfer ) is complied with.

(d) If:

(i) a Lender transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii) as a result of circumstances existing at the date the transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under:

(A) Clause 17 ( Tax gross-up and indemnities ); or

(B) Clause 18 ( Increased costs ),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the transfer or change had not occurred.

28.3 Transfer fee

The New Lender shall, on the date upon which a transfer takes effect, pay to the Agent (for its own account) a fee of S$4,000.

28.4 Limitation of responsibility of Existing Lenders

(a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i) the legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents or any other documents;

(ii) the financial condition of any Material Project Party, the Sponsor or other person;

(iii) the performance and observance by any Material Project Party, the Sponsor or other person of its obligations under the Transaction Documents or any other documents; or

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(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Transaction Document or any other document,

and any representations or warranties implied by law are excluded.

(b) Each New Lender:

(i) confirms to the Existing Lender and the other Finance Parties that it:

(A) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Transaction Document; and

(B) will continue to make its own independent appraisal of the creditworthiness of any Material Project Party, the Sponsor and their respective related entities and any other person whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force; and

(ii) confirms to the Borrower that it is an Eligible Lender on the Transfer Date.

(c) Nothing in any Finance Document obliges an Existing Lender to:

(i) accept a re-transfer from a New Lender of any of the rights and obligations transferred under this Clause 28; or

(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Material Project Party, the Sponsor or other person of its obligations under the Finance Documents or otherwise.

28.5 Procedure for transfer

(a) Subject to the conditions set out in this Clause 28 a transfer is effected in accordance with paragraph (b) below when the Agent and the Borrower execute an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent and the Borrower shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate, provided that the transfer must comply with Clause 28.2 ( Conditions of transfer ).

(b) On the Transfer Date:

(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their

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respective rights against one another under the Finance Documents shall be cancelled (being the “ Discharged Rights and Obligations ”);

(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;

(iii) the Agent, the Arranger, the Security Trustee, the Technical Bank, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arranger, the Security Trustee and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

(iv) the New Lender shall become a Party as a “Lender”.

(c) Notwithstanding anything to the contrary in this Clause 28, the rights of the Lenders to make assignments or transfers of, and grant participations in, any or all of its Commitments, Ancillary Commitments, any Utilisation or utilisation under any Ancillary Facility, or any interest therein, herein or in any other Liabilities owed to any such Lender, shall be subject to the same conditions as those governing transfers set out in Clause 28.1 ( Transfers by the Lenders ) and paragraphs (a) and (b) of Clause 28.2 ( Conditions of transfer ), and to the approval of any applicable gaming authorities, to the extent required by law and to the extent failure to obtain such approval could jeopardize the Casino License or any other gaming licenses of the Borrower or any of its parents or Affiliates. For the avoidance of doubt, any participations under this paragraph (c) shall mean customary funded and risk participations only.

28.6 Disclosure of information

(a) Each Finance Party shall hold all non-public information obtained pursuant to the requirements of this Agreement and any other Finance Document in accordance with that Finance Party’s customary procedures for handling confidential information of this nature and in accordance with safe and sound banking or investment practices, it being understood and agreed by the Obligors that in any event each Finance Party:

(i) may make disclosure to its affiliates, head office, representative offices, subsidiaries, related corporation and branch offices (whether in Singapore or overseas) in accordance with its internal compliance and disclosure policies so long as such affiliates, head office, representative offices, related corporation, subsidiaries or branch offices keep such disclosed non-public information confidential;

(ii) may make disclosures to any actual, prospective or potential bona fide

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assignee, transferee or participant in connection with the contemplated assignment, transfer or the granting of any participation by that Finance Party of any Utilisations or any participations therein (provided that such actual, prospective or potential assignee, transferee or participant agrees to be bound by this Clause 28.6);

(iii) (where that Finance Party is the Agent or the Security Trustee) may make disclosures to any bona fide person who is succeeding that Finance Party in that capacity (provided that such person agrees to be bound by this Clause 28.6);

(iv) may make disclosures to any other Secured Party;

(v) may make disclosures to any Material Project Party or the Sponsor;

(vi) may make disclosures to the Lenders’ Consultants or its professional advisers (provided that such adviser agrees to be bound by provisions no less restrictive than this Clause 28.6 or, in the case of the Lenders’ Construction Consultant, it is bound by this Clause 28.6 and the terms of its engagement); or

(vii) may make disclosures required or requested by any Governmental Agency or representative thereof or pursuant to legal process; provided that, unless specifically prohibited by applicable law or court order, that Finance Party shall notify the Borrower of any request by any Governmental Agency or representative thereof (other than any such request in connection with any examination of the financial condition of such Finance Party by such Governmental Agency) for disclosure of any such non-public information.

(b) For the purposes of paragraph (a) above, “ non -public information ” shall not include information that is not acquired from (i) any of the Material Project Parties, the Sponsor or any of their respective Subsidiaries or Affiliates (or persons acting on behalf of or retained by any of the Material Project Parties, the Sponsor or any of their respective Subsidiaries or Affiliates), (ii) persons retained by or acting on behalf of any Finance Party in connection with this Agreement (including the Lenders’ Consultants) and the transactions contemplated hereby or (iii) persons known by such Finance Party to be under a duty or an obligation of confidentiality to the Borrower (it being understood that the Finance Parties, their respective Affiliates and the Lenders’ Consultants shall be under an obligation of confidentiality).

(c) Concurrently with the delivery of any document or notice required to be delivered pursuant to this Clause 28.6, the Borrower shall indicate in writing whether such document or notice contains non-public information (and if the Borrower does not so indicate (acting reasonably), it shall be deemed to contain non-public information). The Borrower and each Finance Party acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to Borrower, its Subsidiaries or their securities) and, if

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documents or notices required to be delivered pursuant to this Clause 28.6 or otherwise are being distributed through IntraLinks, IntraAgency, SyndTrak or another relevant website or other information platform (the “ Platform ”), any document or notice that the Borrower has indicated contains non-public information shall not be posted on that portion of the Platform designated for such public-side Lenders. The Platform and any Approved Electronic Communications are provided “as is” and “as available”. None of the Finance Parties or any of their respective officers, directors, employees, agents, advisors or representatives (the “ Relevant Affiliates ”) warrant the accuracy, adequacy, or completeness of the Approved Electronic Communications or the Platform and each expressly disclaims liability for errors or omissions in the Platform and the Approved Electronic Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects is made by the Relevant Affiliates in connection with the Platform or the Approved Electronic Communications.

(d) For the purpose of paragraph (c) above, “Approved Electronic Communications” means any notice, demand, communication, information, document or other material that any Obligor provides to the Agent pursuant to any Transaction Document or the transactions contemplated therein which is distributed to the Finance Parties by means of electronic communications.

29. CHANGES TO THE OBLIGORS

29.1 Assignments and transfer by Obligors

No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents, except:

(a) in relation to a Guarantor, part of any merger, consolidation, amalgamation or other combination with another Guarantor as permitted by this Agreement; or

(b) with the consent of all the Lenders.

29.2 Guarantors

(a) Each Restricted Subsidiary of the Borrower shall become a Guarantor in accordance with Clause 26.27 ( Guarantees and Security ) and accordingly the Borrower shall:

(i) deliver to the Agent a duly completed and executed Accession Letter; and

(ii) ensure that the Agent receives all of the documents and other evidence listed in Part II of Schedule 2 ( Conditions precedent required to be delivered by a Guarantor ) in relation to that Guarantor, each in form and substance reasonably satisfactory to the Agent.

(b) The Agent shall notify the Borrower and the Lenders promptly upon being satisfied that it has received (in form and substance reasonably satisfactory to it) all the

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documents and other evidence listed in Part II of Schedule 2 ( Conditions precedent required to be delivered by a Guarantor ).

29.3 Repetition of Representations

Delivery of an Accession Letter constitutes confirmation by the relevant Subsidiary that the Repeating Representations (other than in respect of the Repeating Representation set out in Clause 23.24 ( Material Adverse Effect )) and each of the representations set out in Clause 23.5 ( Validity and admissibility in evidence ) to Clause 23.6 ( No filing or stamp taxes ) are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

30. ROLE OF THE AGENT, THE SECURITY TRUSTEE AND THE ARR ANGER

30.1 Appointment of the Agent

(a) Each other Finance Party appoints the Agent to act as its agent under and in connection with the Finance Documents.

(b) Each other Finance Party authorises the Agent to exercise the rights, powers, authorities and discretions specifically given to it under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

30.2 Duties of the Agent

(a) The Agent shall promptly forward to a Party a copy of any document which is delivered to the Agent for that Party by any other Party.

(b) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(c) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the Finance Parties.

(d) If the Agent is aware of the non-payment of any principal, interest, standby fee or other fee payable to a Finance Party (other than the Agent or the Arranger) under this Agreement it shall promptly notify the other Finance Parties.

(e) The Agent shall promptly send to the Security Trustee such certification as the Security Trustee may require pursuant to the Finance Documents.

(f) The duties of the Agent under the Finance Documents are solely mechanical and administrative in nature.

30.3 Role of the Arranger

Except as specifically provided in the Finance Documents, the Arranger has no obligations of any kind to any other Party under or in connection with any Finance Document.

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30.4 Role of the Security Trustee

The Security Trustee shall be appointed to act as security trustee for the Secured Parties pursuant to, and shall act as security trustee for the Secured Parties in accordance with, the terms of the Intercreditor Agreement and the other Security Documents.

30.5 No fiduciary duties

(a) Nothing in this Agreement constitutes the Agent or the Arranger as a trustee or fiduciary of any other person.

(b) Neither the Agent nor the Arranger shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

30.6 Business with Material Project Parties/Sponsor

The Agent and the Arranger may accept deposits from, lend money to and generally engage in any kind of banking or other business with any Material Project Party, the Sponsor or any other person.

30.7 Rights and discretions of the Agent

(a) The Agent may rely on:



(b) The Agent may assume, unless it has received notice to the contrary in its capacity as agent for the Lenders or, as the case may be, as security trustee for the Finance Parties, that:

(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 27.1 ( Non-payment ));

(ii) any right, power, authority or discretion vested in any Party or any group of Lenders has not been exercised; and

(iii) any notice or request made by the Borrower is made on behalf of and with the consent and knowledge of all the Obligors.

(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

(d) The Agent may act in relation to the Finance Documents through its personnel and agents.

(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

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(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

30.8 Majority Lenders ’ instructions

(a) Unless a contrary indication appears in a Finance Document and subject to paragraph (f) below, the Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent or Security Trustee (as the case may be) in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders.

(b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties.

(c) The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated goods and services tax) which it may incur in complying with the instructions.

(d) In the absence of instructions from the Majority Lenders (or, if appropriate, the Lenders), the Agent may engage in any act (or refrain from taking such action) as it considers to be in the best interest of the Lenders.

(e) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document.

(f) If the Borrower or any other Obligor requests that the Agent or the Majority Lenders grant a consent or approval as provided in any Finance Document, that the Agent or the Majority Lenders waive compliance with any provision of the same, or that the Agent or the Majority Lenders make any determination in any Finance Document, and in the request therefore to the Lenders, the Agent specifies that such consent, approval, waiver or determination is to be deemed to be approved or made by each Lender who fails to respond negatively in writing within ten Business Days (or such longer period as the Agent may specify, acting reasonably) (and the Agent hereby agrees that it will so specify in any such request), then for all purposes hereof, each Lender who does not respond in the negative within such period thus specified shall be deemed to have approved such request.

30.9 Responsibility for documentation

Neither the Agent nor the Arranger:

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(a) is responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, the Security Trustee, the Arranger, any Material Project Party, the Sponsor or any other person given in or in connection with any Transaction Document; or

(b) is responsible for the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Transaction Document.

30.10 Exclusion of liability

(a) Without limiting paragraph (b) below, the Agent will not be liable for any action taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.

(b) No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Agent may rely on this Clause. Any third party referred to in this paragraph (b) may enjoy the benefit of or enforce the terms of this paragraph in accordance with the provisions of the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore.

(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by it if it has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by it for that purpose.

30.11 Lenders ’ indemnity to the Agent

(a) Subject to paragraph (b) below, each Lender shall (in proportion to its Available Commitments and participations in the Utilisations then outstanding to the Available Facilities and all the Utilisations then outstanding) indemnify the Agent, within three Business Days of demand, against any cost, loss or liability incurred by the Agent (otherwise than by reason of its gross negligence or wilful misconduct) in acting as Agent under the Finance Documents (unless it has been reimbursed by an Obligor, HoldCo or the Sponsor pursuant to a Finance Document).

(b) If the Available Facilities are then zero each Lender’s indemnity under paragraph (a) above shall be in proportion to its Available Commitments to the Available Facilities immediately prior to their reduction to zero, unless there are then any Utilisations outstanding in which case it shall be in proportion to its participations in the Utilisations then outstanding to all the Utilisations then outstanding.

30.12 Resignation of the Agent

(a) The Agent or the Security Trustee may resign and appoint one of its Affiliates acting through an office in Singapore as successor by giving notice to the other Finance

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Parties and the Borrower.

(b) Alternatively the Agent may resign by giving notice to the other Finance Parties and the Borrower, in which case the Majority Lenders (with the consent of the Borrower) may appoint a successor Agent.

(c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Singapore).

(d) The retiring Agent shall, at its own cost, make available to its successor such documents and records and provide such assistance as its successor may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

(e) The resignation notice of the Agent shall only take effect upon the appointment of a successor.

(f) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 30. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(g) After consultation with the Borrower, the Majority Lenders may, at their own cost, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above.

30.13 Confidentiality

(a) The Agent (in acting as agent for the Finance Parties) shall be regarded as acting through its respective agency or security trustee division which in each case shall be treated as a separate entity from any other of its divisions or departments.

(b) If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.

30.14 Relationship with the Lenders

The Agent may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless it has received not less than five Business Days’ prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

30.15 Credit appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Transaction Document, each Lender confirms to the Agent and the Arranger that it has been, and will continue to be, solely responsible for

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making its own independent appraisal and investigation of all risks arising under or in connection with any Transaction Document including but not limited to:

(a) the financial condition, status and nature of any Material Project Party, the Sponsor or any other person;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document and any other agreement, Security, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document;

(c) whether that Lender has recourse, and the nature and extent of that recourse, against any Party, any Lenders’ Consultant or any of its respective assets under or in connection with any Transaction Document, the transactions contemplated by the Transaction Documents or any other agreement, Security, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document; and

(d) the adequacy, accuracy and/or completeness of any information provided by the Agent, any Party, the Technical Bank, any Lenders’ Consultant or by any other person under or in connection with any Transaction Document, the transactions contemplated by the Transaction Documents or any other agreement, Security, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document.

30.16 Reference Banks

If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Agent shall (in consultation with the Borrower) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.

30.17 Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

30.18 Security Documents

The provisions of the Security Documents shall bind each Party.

30.19 Transfer Certificate

Each Party (except for the Borrower and the Lender and any bank, financial institution, trust, fund or other entity which is seeking the relevant transfer in accordance with Clause 28 ( Changes to the Lenders )) irrevocably authorises the Agent to sign each Transfer Certificate on its behalf.

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31. ROLE OF THE TECHNICAL BANK

31.1 Appointment of the Technical Bank

(a) Each other Finance Party appoints the Technical Bank to act as its agent under and in connection with the Finance Documents.

(b) Each other Finance Party authorises the Technical Bank to exercise the rights, powers, authorities and discretions specifically given to it under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

31.2 Duties of the Technical Bank

The duties of the Technical Bank under the Finance Documents are solely mechanical and administrative in nature.

31.3 No fiduciary duties

(a) Nothing in this Agreement constitutes the Technical Bank as a trustee or fiduciary of any other person.

(b) The Technical Bank shall not be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

31.4 Business with Material Project Parties/Sponsor

The Technical Bank may accept deposits from, lend money to and generally engage in any kind of banking or other business with any Material Project Party, the Sponsor or any other person.

31.5 Rights and discretions of the Technical Bank

(a) The Technical Bank may rely on:



(b) The Technical Bank may assume, unless it has received notice to the contrary in its capacity as technical bank for the Lenders, that any right, power, authority or discretion vested in any Party or any group of Lenders has not been exercised.

(c) The Technical Bank may engage, pay for and rely on the advice or services of the Lenders’ Construction Consultant, any lawyers, accountants, surveyors or other experts.

(d) The Technical Bank may act in relation to the Finance Documents through its personnel and agents.

(e) The Technical Bank may ask the Agent to obtain the instructions of the Majority Lenders as to the manner in which the Technical Bank’s rights or obligations should

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be exercised or performed and act in accordance with any instructions so obtained.

(f) Notwithstanding any other provision of any Finance Document to the contrary, the Technical Bank is not:

(i) bound to exercise any right, power or discretion vested in the Technical Bank under any of the Finance Documents;

(ii) bound to disclose to any other person any information relating to any other party hereto; and

(iii) without prejudice to the generality of sub-paragraph (ii) above, bound to disclose to any other person any information, relating to any Obligor or the Integrated Resort Project or otherwise, if such disclosure would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty of confidentiality.

31.6 Majority Lenders ’ instructions

(a) Unless a contrary indication appears in a Finance Document and subject to paragraph (f) below, the Technical Bank shall (i) exercise any right, power, authority or discretion vested in it as Technical Bank in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Technical Bank) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders.

(b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties.

(c) The Technical Bank may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated goods and services tax) which it may incur in complying with the instructions.

(d) In the absence of instructions from the Majority Lenders (or, if appropriate, the Lenders), the Technical Bank may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.

(e) The Technical Bank is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document.

(f) If the Borrower or any other Obligor requests that the Technical Bank or the Majority Lenders grant a consent or approval as provided in any Finance Document, or that the Technical Bank or the Majority Lenders waive compliance with any provision of the same, or that the Technical Bank or the Majority Lenders make any determination in any Finance Document, and in the request therefore to the Lenders, the Technical Bank specifies that such consent, approval, waiver or determination is to be deemed to be approved by each Lender who fails to respond negatively in writing within ten

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Business Days (or such longer period as the Technical Bank may specify, acting reasonably) (and the Technical bank hereby agrees that it will so specify in any such request), then for all purposes hereof, each Lender who does not respond in the negative within such period thus specified shall be deemed to have approved such request.

31.7 Responsibility for documentation

The Technical Bank:

(a) is not responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Technical Bank, the Agent, the Security Trustee, the Arranger, any Material Project Party, the Sponsor, the Lenders’ Construction Consultant, any other Lenders’ Consultant or any other person given in or in connection with any Transaction Document; and

(b) is not responsible for the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Transaction Document.

31.8 Exclusion of liability

(a) Without limiting paragraph (b) below, the Technical Bank will not be liable for any action taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.

(b) No Party (other than the Technical Bank) may take any proceedings against any officer, employee or agent of the Technical Bank in respect of any claim it might have against the Technical Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Technical Bank may rely on this Clause. Any third party referred to in this paragraph (b) may enjoy the benefit of or enforce the terms of this paragraph in accordance with the provisions of the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore.

31.9 Lenders ’ indemnity to the Technical Bank

(a) Subject to paragraph (b) below, each Lender shall (in proportion to its Available Commitments and participations in the Utilisations then outstanding to the Available Facilities and all the Utilisations then outstanding) indemnify the Technical Bank, within three Business Days of demand, against any cost, loss or liability incurred by the Technical Bank (otherwise than by reason of its gross negligence or wilful misconduct) in acting as Technical Bank under the Finance Documents (unless it has been reimbursed by an Obligor or HoldCo pursuant to a Finance Document).

(b) If the Available Facilities are then zero each Lender’s indemnity under paragraph (a) above shall be in proportion to its Available Commitments to the Available Facilities immediately prior to their reduction to zero, unless there are then any Utilisations

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outstanding in which case it shall be in proportion to its participations in the Utilisations then outstanding to all the Utilisations then outstanding.

31.10 Resignation of the Technical Bank

(a) The Technical Bank may resign and appoint one of its Affiliates acting through an office in Singapore as successor by giving notice to the other Finance Parties and the Borrower.

(b) Alternatively the Technical Bank may resign by giving notice to the other Finance Parties and the Borrower, in which case the Majority Lenders (with the consent of the Borrower) may appoint a successor Technical Bank.

(c) If the Majority Lenders have not appointed a successor Technical Bank in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Technical Bank (after consultation with the Borrower) may appoint a successor Technical Bank (acting through an office in Singapore).

(d) The retiring Technical Bank shall, at its own cost, make available to its successor such documents and records and provide such assistance as its successor may reasonably request for the purposes of performing its functions as Technical Bank under the Finance Documents.

(e) The resignation notice of the Technical Bank shall only take effect upon the appointment of a successor.

(f) Upon the appointment of a successor, the retiring Technical Bank shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 31. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(g) After consultation with the Borrower, the Majority Lenders may, at their own cost, by notice to the Technical Bank, require it to resign in accordance with paragraph (b) above. In this event, the Technical Bank shall resign in accordance with paragraph (b) above.

31.11 Confidentiality

(a) The Technical Bank (in acting as technical bank for the Finance Parties) shall be regarded as acting through that part of its agency division that has been assigned such role, which in each case shall be treated as a separate entity from any other of its divisions or departments.

(b) If information is received by another division or department of the Technical Bank, it may be treated as confidential to that division or department and the Technical Bank shall not be deemed to have notice of it.

(c) Each of the Finance Parties acknowledges that the Technical Bank has been provided by the Borrower and the Sponsor with certain information (relating to the Integrated

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Resort Project) which has not been made available to the other Finance Parties by the Technical Bank or any other person, but which the Technical Bank has been authorised to disclose (and has disclosed) to the Lenders’ Construction Consultant for the purposes of the Lenders’ Construction Consultant carrying out its functions. Each of the Finance Parties agrees that:

(i) subject as provided in sub-paragraph (iii) below, such Finance Party does not have any right to require the Technical Bank to disclose any such information to such Finance Party in any circumstances;

(ii) such Finance Party has no recourse to the Technical Bank in any circumstances for any loss such Finance Party may suffer as a result of not having had such information in its possession at any time; and/or

(iii) if such Finance Party requires disclosure of such information, such Finance Party shall notify the Technical Bank thereof and, in conjunction with the Technical Bank, approach the Borrower to ascertain whether or not the Technical Bank may be authorised to make such disclosure to such Finance Party and, if so, on what terms and conditions.

31.12 Credit appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Transaction Document, each Lender confirms to the Technical Bank that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Transaction Document including but not limited to:

(a) the financial condition, status and nature of any Material Project Party, the Sponsor or any other person;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document and any other agreement, Security, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document;

(c) whether that Lender has recourse, and the nature and extent of that recourse, against any Party, the Lenders’ Construction Consultant or any of their respective assets under or in connection with any Transaction Document, any information supplied by the Lenders’ Construction Consultant, the transactions contemplated by the Transaction Documents or any other agreement, Security, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document; and

(d) the adequacy, accuracy and/or completeness of any information provided by the Technical Bank, any Party, the Lenders’ Construction Consultant or by any other person under or in connection with any Transaction Document, the

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transactions contemplated by the Transaction Documents or any other agreement, Security, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document;

31.13 Termination of appointment

Unless otherwise agreed between the Technical Bank, the Borrower and the Majority Lenders, the Technical Bank’s appointment under this Agreement shall terminate on the date which is two Months after the Total Construction Costs Termination Date, provided that any such termination shall be without prejudice to any accrued liabilities of the Technical Bank under this Agreement and the Technical Bank shall, nevertheless, remain entitled to the benefit of this Clause 31.

31.14 Changes to the Lenders ’ Construction Consultant

(a) Each Party acknowledges that each of the Lenders’ Consultants has been appointed to act as consultant and adviser to the Finance Parties in relation to technical matters relating to the Integrated Resort Project within their respective spheres of competence. The terms of those appointments are set out (in relation to the Lenders’ Construction Consultant) in the Lenders’ Construction Consultant Agreement and (in other cases) in engagement letters or agreements between the Lenders’ Consultants, the Technical Bank, the Arranger, the Security Trustee and others, copies of which have been given to, and acknowledged by, the Borrower.

(b) Each Obligor acknowledges that each Lenders’ Consultant shall be responsible solely to the Finance Parties and has no obligations, responsibility or liability towards or in favour of any Obligor. Any Lenders’ Consultant may enjoy the benefit of or enforce the terms of this paragraph in accordance with the provisions of the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore.

(c) The appointment of the Lenders’ Construction Consultant shall terminate on the Lenders’ Construction Consultant Termination Date. Without limiting the foregoing, the Technical Bank or the Borrower may at any time terminate the appointment of the Lenders’ Construction Consultant if it considers it necessary or appropriate to do so and shall promptly give notice of any such termination to the Borrower or the Technical Bank (as applicable) and the Agent (which shall promptly copy it to the Lenders), provided that the Technical Bank and the Borrower agree that the Lenders’ Construction Consultant must remain appointed at all times until the Lenders’ Construction Consultant Termination Date or until a replacement Lenders’ Construction Consultant is appointed pursuant to the next sentence. If the Technical Bank or the Borrower terminates the appointment of the Lenders’ Construction Consultant it may appoint as a replacement Lenders’ Construction Consultant, up to the Lenders’ Construction Consultant Termination Date and otherwise on such terms as it sees fit, any person approved for this purpose by the Borrower or the Technical Bank (whichever one did not make the termination) (which approval may not be unreasonably withheld or delayed). The termination of the Lenders’ Construction

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Consultant’s appointment shall not in any way limit or affect the Borrower’s obligations under Clause 21 ( Costs and expenses ) in respect of fees, costs or expenses levied or incurred by the Lenders’ Construction Consultant on or before such termination, but thereafter, unless such termination was made at the request of the Borrower pursuant to paragraph (d) below, the Borrower shall only be liable to continue to pay the same costs, fees and expenses (if any), on the same dates, to or for the account of the successor Lenders’ Construction Consultant (up to the Lenders’ Construction Consultant Termination Date) as were originally contemplated by the relevant engagement letter referred to in paragraph (a) above (and the Borrower shall not be required to agree to any increase thereof).

(d) The Borrower may request the Technical Bank to terminate pursuant to paragraph (c) above, the appointment of a Lenders’ Construction Consultant who fails to perform any of its obligations in such a way as to adversely affect the Borrower’s interests. The Technical Bank shall comply with any such request so long as the Technical Bank is lawfully entitled to so terminate without liability for doing so on the Technical Bank’s part and where a replacement Lenders’ Construction Consultant approved by the Technical Bank and the Borrower is or will be appointed on or before the date that the termination of the existing Lenders’ Construction Consultant takes effect.

(e) If a replacement Lenders’ Construction Consultant, to be appointed by the Technical Bank pursuant to paragraph (c) above, would require the payment to it of costs, fees and expenses in excess of those as more originally contemplated by the relevant engagement letter referred to in paragraph (a) above, then (i) the last sentence of paragraph (c) above shall apply and (ii) the Technical Bank shall only make such an appointment with the prior written consent of the Majority Lenders and the Borrower (any such consent not to be unreasonably delayed or withheld).

(f) The Agent shall not amend, vary or modify the Lenders’ Construction Consultant Agreement (including the schedules thereto) without the consent of the Borrower (such consent not to be unreasonably withheld or delayed).

32. CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:

(a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

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33. SHARING AMONG THE FINANCE PARTIES

33.1 Payments to Finance Parties

If a Finance Party (a “ Recovering Finance Party ”) receives or recovers any amount from an Obligor other than in accordance with Clause 34 ( Payment mechanics ) and applies that amount to a payment due under the Finance Documents then:

(a) the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery to the Agent;

(b) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 34 ( Payment mechanics ), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

(c) the Recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the “ Sharing Payment ”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 34.5 ( Partial payments ).

33.2 Redistribution of payments

The Agent shall treat the Sharing Payment as if it had been paid by the Borrower and distribute it between the Finance Parties (other than the Recovering Finance Party) in accordance with Clause 34.5 ( Partial payments ).

33.3 Recovering Finance Party ’s rights

(a) On a distribution by the Agent under Clause 33.2 ( Redistribution of payments ), the Recovering Finance Party will be subrogated to the rights of the Finance Parties which have shared in the redistribution.

(b) If and to the extent that the Recovering Finance Party is not able to rely on its rights under paragraph (a) above, the relevant Obligor shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable.

33.4 Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a) each Finance Party which has received a share of the relevant Sharing Payment pursuant to Clause 33.2 ( Redistribution of payments ) shall, upon request of the Agent, pay to the Agent for account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that

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Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and

(b) that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the relevant Obligor will be liable to the reimbursing Finance Party for the amount so reimbursed.

33.5 Exceptions

(a) This Clause 33 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Obligor.

(b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i) it notified that other Finance Party of the legal or arbitration proceedings; and

(ii) that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

34. PAYMENT MECHANICS

34.1 Payments to the Agent

(a) On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, an Obligor (subject to Clause 34.9 ( Payments to the Security Trustee ) or that Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b) Payment shall be made to such account in the principal financial centre of the country of that currency with such bank as the Agent specifies.

34.2 Distributions by the Agent

Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 34.3 ( Distributions to an Obligor ) and Clause 34.4 ( Clawback ) and Clause 34.9 ( Payments to the Security Trustee ), be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days’ notice with a bank in the principal financial centre of the country of that currency.

provided that the Agent shall not make any such payments to any Ancillary Lender prior to the Agent delivering a notice to the Borrower pursuant to paragraph (a), (c) or (d) of Clause 27.17 ( Acceleration ).

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34.3 Distributions to an Obligor

The Agent and the Security Trustee may (with the consent of the Obligor or in accordance with Clause 35 ( Set-off )) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

34.4 Clawback

(a) Where a sum is to be paid to the Agent or the Security Trustee under the Finance Documents for another Party, the Agent or, as the case may be, the Security Trustee is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b) If the Agent or the Security Trustee pays an amount to another Party and it proves to be the case that it had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid shall on demand refund the same to the Agent or, as the case may be, the Security Trustee together with interest on that amount from the date of payment to the date of receipt by the Agent or, as the case may be, the Security Trustee, calculated by it to reflect its cost of funds.

34.5 Partial payments

(a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order:

(i) first , in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Security Trustee or the Arranger under the Finance Documents;

(ii) secondly , in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement or any Ancillary Facility Document; and

(iii) thirdly , in or towards payment pro rata of any principal due but unpaid under this Agreement or any Ancillary Facility Document and any amount due but unpaid under Clause 7.2 ( Claims under a Bank Guarantee ) and 7.3 ( Indemnities ); and

(iv) fourthly , in or towards payment pro rata of any other sum due but unpaid under the Finance Documents or any Ancillary Facility Document,

in each case as the Security Trustee may direct for application in accordance with the terms of the Security Documents.

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(b) The Agent shall, if so directed by the Majority Facility A Lenders, the Majority Facility B Lenders, the Majority Facility C Lenders and the Majority Facility D Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above.

(c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

34.6 No set -off by Obligors

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

34.7 Business Days

(a) Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal or an Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

34.8 Currency of account

(a) Subject to paragraphs (b) to (e) below, Singapore Dollars is the currency of account and payment for any sum due from an Obligor under any Finance Document.

(b) A repayment of a Utilisation or Unpaid Sum or a part of a Utilisation or Unpaid Sum shall be made in the currency in which that Utilisation or Unpaid Sum is denominated on its due date.

(c) Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued.

(d) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(e) Any amount expressed to be payable in a currency other than Singapore Dollars shall be paid in that other currency.

34.9 Payments to the Security Trustee

Notwithstanding any other provision of any Finance Document, at any time after any Security created by or pursuant to any Security Document becomes enforceable, the Security Trustee may require:

(a) any Obligor to pay all sums due under any Finance Document; or

(b) the Agent to pay all sums received or recovered from an Obligor under any Finance Document,

or any substitute address, fax number or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five Business Days’ notice.

and, if a particular department or officer is specified as part of its address details

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35. SET-OFF

While an Event of Default is continuing, a Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off. The relevant Finance Party shall notify the Borrower of any set-off pursuant to this Clause 35 as soon as practicable after the Finance Party completes it.

36. NOTICES

36.1 Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax, letter or (where applicable) under Clause 36.5 ( Electronic communication ) by email.

36.2 Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

(a) in the case of the Borrower, that identified with its name below;

(b) in the case of each Lender or any Guarantor, that notified in writing to the Agent on or prior to the date on which it becomes a Party; and

(c) in the case of the Agent, the Security Trustee and the Technical Bank, that identified with its name below,

36.3 Delivery

(a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i) if by way of fax, when received in legible form;

(ii) if by way of letter, when it has been left at the relevant address or three Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address; or

(iii) (where applicable) if by way of email, if it complies with the conditions under Clause 36.5 ( Electronic communication )

provided under Clause 36.2 ( Addresses ), if addressed to that department or officer.

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(b) Any communication or document to be made or delivered to the Agent or the Security Trustee will be effective only when actually received by it and then only if it is expressly marked for the attention of the department or officer identified with its signature below (or any substitute department or officer as it shall specify for this purpose).

(c) All notices from or to an Obligor shall be sent through the Agent.

(d) Any communication or document made or delivered to the Borrower in accordance with this Clause will be deemed to have been made or delivered to each of the Obligors.

36.4 Notification of address and fax number

Promptly upon receipt of notification of an address and fax number or change of address or fax number pursuant to Clause 36.2 ( Addresses ) or changing its own address or fax number, the Agent shall notify the other Parties.

36.5 Electronic communication

(a) For the purposes of delivering a scanned copy of a duly completed Utilisation Request by email under paragraph (b)(i) of Clause 5.1 ( Delivery of a Utilisation Request ) and a scanned copy of a duly completed Withdrawal Request by email under paragraph (p)(i)(B)(I) of Clause 26.12 ( Accounts ), the Agent and the Borrower shall:

(i) notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

(ii) notify each other of any change to their electronic mail address or any other such information supplied by them.

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(b) Any electronic communication made for the purpose of paragraph (b)(i) of Clause 5.1 ( Delivery of a Utilisation Request ) and paragraph (p)(i)(B)(I) of Clause 26.12 ( Accounts ) by the Borrower to the Agent will be effective only when actually received by the Agent and then only if it is addressed in such a manner as the Agent shall specify to the Borrower for this purpose.

(c) The Agent and the Borrower shall notify each other promptly upon becoming aware that its electronic mail system or other electronic means of communication cannot be used due to technical failure (and that failure is or is likely to be continuing for more than 24 hours). Until the Agent or the Borrower has notified each other that the failure has been remedied, all notices between those parties shall be sent by fax or letter in accordance with this Clause 36 ( Notices ).

36.6 English language

(a) Any notice given under or in connection with any Finance Document must be in English.

(b) All other documents provided under or in connection with any Finance Document must be:

(i) in English; or

(ii) if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document or a Security Document.

37. CALCULATIONS AND CERTIFICATES

37.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

37.2 Certificates and Determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

37.3 Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 365 days or, in any case where the practice in the Singapore interbank market differs, in accordance with that market practice.

38. PARTIAL INVALIDITY

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid

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or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

39. REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

40. AMENDMENTS, WAIVERS AND CONSENTS

40.1 Required consents

(a) Subject to Clause 40.2 ( Exceptions ) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Obligors and any such amendment or waiver will be binding on all Parties.

(b) The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause.

40.2 Exceptions

(a) An amendment or waiver that has the effect of changing or which relates to:

(i) the definition of “Majority Lenders” in Clause 1.1 ( Definitions ), shall not be made without the prior consent of all the Lenders;

(ii) the definition of “Majority Facility A Lenders”, “Majority Facility B Lenders”, “Majority Facility C Lenders” or “Majority Facility D Lenders” in Clause 1.1 ( Definitions ), shall not be made without the prior consent of all the Lenders under the relevant Facility;

(iii) an extension to the date of payment of any amount under the Finance Documents, shall not be made without the prior consent of all the Lenders affected by such extension;

(iv) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable, shall not be made without the prior consent of all the Lenders affected by such reduction;

(v) an increase in or an extension of any Commitment, shall not be made without the prior consent of all the Lenders affected by such increase or extension;

(vi) any provision which expressly requires the consent of all the Lenders, shall not be made without the prior consent of all the Lenders;

other than, in each case, subject to paragraph (i) below, any Permitted Sands Lender. For the avoidance of doubt, a Non-Funding Lender shall not be required to consent to any matter described in this Clause 40.2 (nor shall its participation in any outstanding Utilisations being taken into consideration for reaching any consent), except to the extent required by Clause 2.3 ( Non-Funding Lender ).

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(vii) Clause 2.2 ( Finance Parties’ rights and obligations ), Clause 28 ( Changes to the Lenders ), Clause 33 ( Sharing among the Finance Parties ) or this Clause 40, shall not be made without the prior consent of all the Lenders;

(viii) the release of the Sponsor Support Agreement, shall not be made without the consent of the Lenders whose Available Commitments and participations in the Utilisations then outstanding aggregate more than 75 per cent. of the Available Commitments and all the Utilisations then outstanding; or

(ix) the release of any Security created pursuant to any Security Document or of any Charged Assets or the release of any guarantee or subordination (except in relation to the Sponsor Support Agreement or, in each case, as provided in any Finance Document) in any Finance Document, shall not be made without the prior consent of all the Lenders (other than, in relation to a release of any such Security, where the fair market value of the Charged Assets subject to such release (when aggregated with the fair market value of all Charged Assets released pursuant to this sub-paragraph (ix)) does not exceed 25 per cent. of the total fair market value of all Charged Assets immediately prior to the date of the first such release, in which case the release shall not be made without the prior consent of the Majority Lenders),

(b) An amendment or waiver which relates to the rights or obligations of the Agent, the Security Trustee, the Arranger or the Technical Bank may not be effected without its consent.

(c) Except where the consent of all Lenders is required by any Finance Document, an amendment or waiver which relates solely to the rights and obligations of the Facility A Lenders shall not be effective without the consent of the Majority Facility A Lenders and shall not require the consent of any Facility B Lender, Facility C Lender, Facility D Lender, Ancillary Lender or Swingline Lender.

(d) Except where the consent of all Lenders is required by any Finance Document, an amendment or waiver which relates solely to the rights or obligations of the Facility B Lenders shall not be effective without the consent of the Majority Facility B Lenders and shall not require the consent of any Facility A Lender, Facility C Lender, Facility D Lender, Ancillary Lender or Swingline Lender.

(e) Except where the consent of all Lenders is required by any Finance Document, an amendment or waiver which relates solely to the rights or obligations of the Facility C Lenders shall not be effective without the consent of the Majority Facility C Lenders

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and shall not require the consent of any Facility A Lender, Facility B Lender, Facility D Lender, Ancillary Lender or Swingline Lender.

(f) Except where the consent of all Lenders is required by any Finance Document, an amendment or waiver which relates solely to the rights or obligations of the Facility D Lenders shall not be effective without the consent of the Majority Facility D Lenders and shall not require the consent of any Facility A Lender, Facility B Lender, Facility C Lender, Ancillary Lender or Swingline Lender.

(g) Except where the consent of all Lenders is required by any Finance Document, an amendment or waiver which relates solely to the rights and obligations of the Swingline Lenders shall not be effective without the consent of all the Swingline Lenders and shall not require the consent of any Facility A Lender, Facility B Lender, Facility C Lender, Facility D Lender or Ancillary Lender.

(h) Except where the consent of all Lenders is required by any Finance Document, an amendment or waiver which relates solely to the rights and obligations of an Ancillary Lender shall not be effective without the consent of that Ancillary Lender and shall not require the consent of any Facility A Lender, Facility B Lender, Facility C Lender or Facility D Lender.

(i) An amendment or waiver which puts any Permitted Sands Lender alone in a worse economic position with respect to its participation in the Facilities, may not be effected without its consent.

(j) Any provision of this Agreement or any other Finance Document which requires the consent, approval or determination of all the Lenders shall not require the consent, approval or determination of any Permitted Sands Lender (unless it relates to paragraph (a)(i), (a)(ii) or (i) above) and any such consent, approval or determination shall be made by all the other Lenders.

(k) Notwithstanding the foregoing, if any Lender (a “ Non-Consenting Lender ”) does not agree to any amendment or waiver hereunder which has been consented to by the Majority Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Agent, require such Lender to transfer, without recourse, all such Lender’s interests, rights and obligations under this Agreement to a transferee that shall assume such interests, rights and obligations (which such transferee must be a bank or financial institution or a Permitted Sands Lender or may be another Lender, if a Lender accepts such transfer); provided that (i) such Lender shall have received irrevocable payment in full in cash of an amount equal to the outstanding principal of its Loans, accrued interest thereon, and accrued fees and all other Liabilities and other amounts payable to it hereunder from the assignee or the Borrower and (ii) such transfer (together with any other transfers pursuant to this paragraph (k) or otherwise) will result in such amendment being approved.

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41. COUNTERPARTS

(a) Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

(b) Each counterpart of this Agreement shall constitute an original of this Agreement and may be signed and executed by the Parties and transmitted by facsimile transmission and shall be as valid and effectual as if executed as an original, but all counterparts shall constitute one and the same instrument. Each Party in relation to the Borrower, shall deliver its original counterpart to the Agent as soon as practicable, provided that in relation to the Borrower, it shall deliver its original counterpart to the Agent, no later than 11.00 a.m. on the First Utilisation Date.

42. GOVERNING LAW

This Agreement is governed by Singapore law.

43. ENFORCEMENT

43.1 Jurisdiction of Singapore courts

(a) Except as provided in paragraph (c) below, the courts of Singapore have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement) (a “ Dispute ”).

(b) The Parties agree that the courts of Singapore are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c) This Clause 43.1 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

43.2 Service of process

Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in Singapore):

(a) irrevocably appoints the Borrower as its agent for service of process in relation to any proceedings before the Singapore courts in connection with any Finance Document (and the Borrower hereby accepts such appointment); and

(b) agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

This Agreement has been entered into on the date st ated at the beginning of this Agreement.

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44. CERTAIN MATTERS AFFECTING LENDERS

44.1 Nevada Gaming Authority

If (a) the Nevada Gaming Authority shall determine that any Lender does not meet suitability standards prescribed under the Nevada Gaming Regulations or (b) any Singapore Gaming Authority or any other gaming authority with jurisdiction over the gaming business of the Borrower shall determine that any Lender does not meet its suitability standards (in any such case, a “ Former Lender ”), the Agent or the Borrower shall have the right (but not the duty) to designate bank(s) or other financial institution(s) or a Permitted Sands Lender (in each case, a “ Substitute Lender ”) which may be any Lender or Lenders or any other Eligible Lender or a Permitted Sands Lender that agrees to become a Substitute Lender and to assume the rights and obligations of the Former Lender, subject to receipt by the Agent of evidence that such Substitute Lender is an Eligible Lender or a Permitted Sands Lender. The Substitute Lender shall assume the rights and obligations of the Former Lender under this Agreement.

44.2 Prepayment

Notwithstanding the provisions of Clause 44.1 ( Nevada Gaming Authority ) or any other provision hereof, if any Lender becomes a Former Lender, and if the Agent or the Borrower fails to find a Substitute Lender pursuant to Clause 44.1 ( Nevada Gaming Authority ) within any time period specified by the appropriate gaming authority for the withdrawal of a Former Lender (the “ Withdrawal Period ”), the Borrower shall immediately prepay in full the outstanding principal amount of Loans made by such Former Lender (whose Commitments shall be immediately cancelled), together with accrued interest thereon to the earlier of (a) the date of payment or (b) the last day of any Withdrawal Period.

45. GAMING AUTHORITIES

Each Finance Party agrees to cooperate with any Singapore Government Agency responsible for gaming in Singapore (“ Singapore Gaming Authority ”) and any other applicable gaming authorities, in connection with the administration of their regulatory jurisdiction over the Borrower, including to the extent not inconsistent with the internal policies of such Finance Party and any applicable legal or regulatory restrictions the provision of such documents or other information as may be requested by any Singapore Gaming Authority or any other gaming authority relating to the Finance Parties, or to the Financing Documents. Notwithstanding any other provision of the Agreement, the Borrower expressly authorises each Finance Party to cooperate with any Singapore Gaming Authority and such other gaming authorities as described above.

SCHEDULE 1

THE ORIGINAL PARTIES

PART I

THE MANDATED LEAD ARRANGERS

Name of Mandated Lead Arranger

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1. Goldman Sachs Foreign Exchange (Singapore) Pte

2. DBS Bank Ltd.

3. UOB Asia Limited

4. Oversea-Chinese Banking Corporation Limited

5. Citigroup Global Markets Asia Limited

6. Lehman Brothers Finance Asia Pte. Ltd.

7. Merrill Lynch International Bank Ltd (Merchant Bank)

8. Sumitomo Mitsui Banking Corporation

9. Malayan Banking Berhad

10. Standard Chartered Bank

11. The Royal Bank of Scotland plc

12. Calyon

13. The Bank of Nova Scotia Asia Limited

PART II

THE ORIGINAL FACILITY A LENDERS

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Name of Original Facility A Lender Facility A Commitment 1. Goldman Sachs Foreign Exchange (Singapore) Pte S$82,105,263 2. DBS Bank Ltd. S$359,075,825 3. United Overseas Bank Limited S$430,512,043 4. Oversea-Chinese Banking Corporation Limited S$277,359,500 5. Citibank N.A., Singapore Branch S$125,963,016 6. Lehman Brothers Finance Asia Pte. Ltd. S$82,105,263 7. Merrill Lynch International Bank Ltd (Merchant Bank) S$50,526,316 8. Sumitomo Mitsui Banking Corporation S$108,449,502 9. Malayan Banking Berhad S$125,963,016 10. Standard Chartered Bank S$125,963,016 11. The Royal Bank of Scotland plc, Singapore Branch S$108,449,502 12. Calyon S$73,001,422 13. The Bank of Nova Scotia Singapore Branch S$50,526,316

PART III

THE ORIGINAL FACILITY B LENDERS

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Name of Original Facility B Lender Facility B Commitment 1. Goldman Sachs Foreign Exchange (Singapore) Pte S$112,894,737 2. DBS Bank Ltd. S$493,729,260 3. United Overseas Bank Limited S$591,954,059 4. Oversea-Chinese Banking Corporation Limited S$381,369,313 5. Citibank N.A., Singapore Branch S$173,199,147 6. Lehman Brothers Finance Asia Pte. Ltd. S$112,894,737 7. Merrill Lynch International Bank Ltd (Merchant Bank) S$69,473,684 8. Sumitomo Mitsui Banking Corporation S$149,118,065 9. Malayan Banking Berhad S$173,199,147 10. Standard Chartered Bank S$173,199,147 11. The Royal Bank of Scotland plc, Singapore Branch S$149,118,065 12. Calyon S$100,376,955 13. The Bank of Nova Scotia Singapore Branch S$69,473,684

PART IV

THE ORIGINAL FACILITY C LENDERS

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Name of Original Facility C Lender Facility C Commitment 1. DBS Bank Ltd. S$115,562,718 2. United Overseas Bank Limited S$57,781,359 3. Oversea-Chinese Banking Corporation Limited S$19,260,453

PART V

THE ORIGINAL FACILITY D LENDERS

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Name of Original Facility D Lender Facility D Commitment 1. DBS Bank Ltd. S$101,694,915 2. United Overseas Bank Limited S$122,033,898 3. Oversea-Chinese Banking Corporation Limited S$76,271,187 4. Citibank N.A., Singapore Branch S$37,837,837 5. Sumitomo Mitsui Banking Corporation S$32,432,433 6. Malayan Banking Berhad S$37,837,837 7. Standard Chartered Bank S$37,837,837 8. The Royal Bank of Scotland plc, Singapore Branch S$32,432,433 9. Calyon S$21,621,623

PART VI

THE ORIGINAL SWINGLINE LENDERS

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Name of Original Swingline Lender Swingline Commitment 1. DBS Bank Ltd. S$33,898,305.00 2. United Overseas Bank Limited S$40,677,966.00 3. Oversea-Chinese Banking Corporation Limited S$25,423,729.00

SCHEDULE 2

CONDITIONS PRECEDENT

PART I

CONDITIONS PRECEDENT TO INITIAL UTILISATION

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1. The Borrower, HoldCo and Sponsor

(a) A copy of the constitutional documents of each of the Borrower, HoldCo and the Sponsor.

(b) A copy of a resolution of the board of directors or equivalent body of each of the Borrower, HoldCo and Sponsor:

(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute those Finance Documents;

(ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request, Selection Notice and Renewal Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

(c) Specimens of the signatures of the persons authorised by the resolution referred to in paragraph (b) above.

(d) A certificate of the Borrower (signed by a director) confirming that borrowing the Total Commitments would not cause any borrowing or similar limit binding on the Borrower to be exceeded.

(e) A certificate of each of the HoldCo and the Sponsor (in each case signed by an authorised officer or authorised signatory) confirming that its performance of the Sponsor Support Agreement would not cause any guarantee or similar limit binding on that person to be exceeded.

(f) A certificate of an authorised signatory of the Borrower, certifying that each copy document specified:

(i) in paragraph 1 of Part I of this Schedule 2 in relation to itself, is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement; and

(ii) in paragraphs 4(a), 6(a), 6(e) and 6(f) of Part I of this Schedule 2, is correct and complete as at a date no earlier than the date of this Agreement.

203

(g) A certificate of an authorised signatory of each of HoldCo and the Sponsor, certifying that each copy document specified in paragraph 1 of Part I of this Schedule 2 in relation to itself, is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement

2. Security

Confirmation from the Security Trustee that it has received each of the following documents in form and substance satisfactory to it:

(a) A copy of each of the following Security Documents, executed in escrow (other than the Sponsor Support Agreement, which shall be executed and dated) by the parties to it:

(i) the Assignment of Development Agreement;

(ii) the Assignment of Insurances;

(iii) the Assignment of Proceeds;

(iv) the Assignment of Project Documents;

(v) the Assignment of LTA Agreement;

(vi) the Debenture;

(vii) the Mortgage;

(viii) the Sponsor Support Agreement; and

(ix) the Intercreditor Agreement.

(b) Evidence that the Borrower has opened the Control Accounts, the Disbursement Accounts and the Financing Contributions Accounts with the Account Banks.

3. Legal opinions

(a) A legal opinion of Allen & Gledhill LLP, legal advisers to the Arranger and the Agent in Singapore, substantially in the form distributed to the Original Lenders prior to signing this Agreement.

(b) A legal opinion of Stamford Law Corporation, legal advisers to the Borrower in Singapore, substantially in the form distributed to the Original Lenders prior to signing this Agreement.

(c) A legal opinion of Mardemootoo Attorneys at Law, legal advisers to HoldCo in Mauritius, substantially in the form distributed to the Original Lenders prior to signing this Agreement.

(d) A legal opinion of Lionel, Sawyer & Collins LLP, legal advisers to the Sponsor in the State of Nevada, substantially in the form distributed to the Original Lenders prior to signing this Agreement.

204

4. Reports

(a) A copy of the Base Case Financial Model (which comprises the Construction Budget).

(b) An original of the Lenders’ Construction Consultant Agreement, duly executed by the parties to it.

(c) A copy of the construction report referred to in paragraph (a) of the definition of “Construction Report”.

(d) A copy of the Environmental Report.

(e) A copy of the Insurance Report.

(f) A copy of the Market Report.

5. Financial information

Certified copies of the Borrower’s Original Financial Statements.

6. Integrated Resort information

(a) A copy of the approval of the Lessor to:

(i) the execution of, and the creation of the Security under, the Assignment of Development Agreement and the Mortgage by the Borrower; and

(ii) the creation of such Security in favour of the Secured Parties.

(b) A satisfactory report on the titles of the Properties.

(c) Satisfactory requisitions in respect of the Properties.

(d) A copy of the valuation report by an Approved Valuer addressed to the Secured Parties, in the form delivered to the Agent prior to the date of this Agreement and dated not more than four Months before the first Utilisation Date, certifying that the gross development value of the Integrated Resort Project on a completed basis is not less than S$20,000,000,000.

(e) The Construction Programme.

(f) A copy of each Main Construction Contract set out in Schedule 13 ( Main Construction Contracts ).

7. Fee Letters

Evidence that each Fee Letter and the Ancillary Facility Letter has been duly executed by the parties to it.

PART II

CONDITIONS PRECEDENT REQUIRED TO BE

DELIVERED BY A GUARANTOR

205

1. An Accession Letter, duly executed by the Guarantor and the Borrower.

2. A copy of the constitutional documents of the Guarantor.

3. A copy of a resolution of the board of directors of the Guarantor:

(a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter and each Finance Document;

(b) authorising a specified person or persons to execute the Accession Letter and each Finance Document on its behalf; and

(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents.

4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.

5. In the case of a Guarantor incorporated in Singapore, or if so required by the Agent, a copy of a resolution signed by all the holders of the issued shares of the Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Guarantor is a party.

6. A certificate of the Guarantor (signed by a director) confirming that guaranteeing the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.

7. A certificate of an authorised signatory of the Guarantor certifying that each copy document listed in items 1 to 5 of this Part II of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.

8. If required pursuant to this Agreement, a copy of a Restricted Subsidiary Debenture, duly executed by the Guarantor and the Security Trustee.

9. If available, the latest audited financial statements of the Guarantor.

10. A legal opinion of Allen & Gledhill LLP, legal advisers to the Arranger and the Agent in Singapore.

11. If the Guarantor is incorporated in a jurisdiction other than Singapore, a legal opinion of the legal advisers to the Arranger and the Agent in the jurisdiction in which the Guarantor is incorporated.

206

12. If the Guarantor is incorporated in a jurisdiction other than Singapore, a legal opinion of the legal advisers to the Guarantor in the jurisdiction in which the Guarantor is incorporated.

SCHEDULE 3

REQUESTS

PART I

UTILISATION REQUEST

LOANS

Dated:

Dear Sirs

Marina Bay Sands Pte. Ltd. S$5, 442,604,530 Facility Agreement

dated 28 December 2007 (the “Agreement”)

[Attached to this Utilisation Request are the Payment Evidence relating to the Loan.]

207

From: Marina Bay Sands Pte. Ltd.

To: [Agent]

1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ](or, if that is not a Business Day, the next Business Day) Facility to be utilised: [Facility A] / [Facility B]/[Facility D] Purpose: [Insert appropriate description from Clause 3.1 (Purpose)] Amount: [ ] or, if less, the Available Facility Interest Period: [ ]

3. We confirm that each condition specified in Clause 4.2 ( Further conditions precedent ) applicable to this Loan is satisfied on the date of this Utilisation Request.

4. We confirm that the proceeds of the requested Loans are anticipated to be used on or before the date falling [60 days]/[three Months] following the proposed Utilisation Date for the purposes described in paragraph 2 above [./:]

5. The proceeds of this Loan should be [insert bank accounts into which cash proceeds are to be paid] .

6. This Utilisation Request is irrevocable.

208

Yours faithfully

authorised signatory for Marina Bay Sands Pte. Ltd.

PART II

UTILISATION REQUEST

BANK GUARANTEE


To: [Agent]

Dated:

Dear Sirs

Marina Bay Sands Pte. Ltd. S$5,442,604,530 Facility Agreement


209

1. We wish to arrange for a Bank Guarantee to be issued by [the issuing Facility D Lender] on the following terms: Proposed Utilisation Date:

[ ](or, if that is not a Business Day, the next Business Day)

Facility to be utilised: Facility C Amount: [ ] Term: [ ] [issuing Facility C Lender: [ ]]

2. We confirm that each condition specified in Clause 6.6 ( Issue of Bank Guarantees ) is satisfied on the date of this Utilisation Request.

3. We attach a copy of the proposed Bank Guarantee. [Insert delivery instructions]

4. This Utilisation Request is irrevocable. Yours faithfully authorised signatory for Marina Bay Sands Pte. Ltd.

PART III

SELECTION NOTICE APPLICABLE TO A TERM LOAN


To: [Agent]

Dated:

Dear Sirs



210

1. We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.

2. We refer to the following Facility [A/B] Loan [s] in [identify currency] with an Interest Period ending on [ ]. *

3. [We request that the above Facility [A/B] Loan[s] be divided into [ ] Facility [A/B] Loans with the following amounts and Interest Periods:] **

or

[We request that the next Interest Period for the above Facility [A/B] Loan[s] is [ ]] . ***

4. This Selection Notice is irrevocable. Yours faithfully authorised signatory for Marina Bay Sands Pte. Ltd.

* Insert details of all Facility A Loans or Facility B Loans (as the case may be) which have an Interest Period ending on the same date.

** Use this option if division of Loans is requested.

*** Use this option if sub-division is not required.

PART IV

UTILISATION REQUEST

SWINGLINE LOAN


To: DBS Bank Ltd.

Dated:

Dear Sirs



211

1. We wish to borrow a Swingline Loan on the following terms: Proposed Utilisation Date:

[ ] (or, if that is not a Business Day, the next Business Day)

Facility to be utilised: Swingline Facility Amount:

S$[ ] or, if less, the Available Swingline Facility

Interest Period: [ ]

2. We confirm that each condition specified in Clause 8.4(b) ( Swingline Lenders’ participation ) is satisfied on the date of this Utilisation Request.

3. The proceeds of this Swingline Loan should be credited to [ account ].

4. This Utilisation Request is irrevocable. Yours faithfully authorised signatory for Marina Bay Sands Pte. Ltd.

PART V

ANCILLARY FACILITY REQUEST


To: [Agent]

Dated:

Dear Sirs



212

1. We refer to the Agreement. This is an Ancillary Facility Request. Terms defined in the Agreement have the same meaning in this Ancillary Facility Request unless given a different meaning in this Ancillary Facility Request.

2. We wish to establish an Ancillary Facility on the following terms:

Proposed Ancillary Lender: [ ]

Type or types of facility: [ ]

Commencement Date: [ ]

Expiry date: [ ]

Ancillary Commitment amount: [ ]

Currency/ies available:

[Other details required by the Agent:] [ ]

3. We confirm that each condition specified in paragraphs (a) and (b) of Clause 10.5 ( Grant of Ancillary Facility ) is satisfied on the date of this Ancillary Facility Request.

Yours faithfully authorised signatory for Marina Bay Sands Pte. Ltd.

PART VI

WITHDRAWAL REQUEST


To: [Agent]

Dated:

Dear Sirs

Marina Bay Sands Pte. Ltd. S$5, 442,604,530 Facility Agreement


213

1. We refer to the Agreement. This is a Withdrawal Request. Terms defined in the Agreement have the same meaning in this Withdrawal Request unless given a different meaning in this Withdrawal Request.

2. We wish to made a withdrawal on the following terms: Proposed withdrawal date:

[ ](or, if that is not a Business Day, the next Business Day)

Purpose: [Insert appropriate description] Amount: [ ] Control Account from which withdrawal is to be made:

[ ]

3. We confirm that the proceeds of the requested withdrawal are to be used on the date of the proposed withdrawal for the purposes described in paragraph 2 above.

[insert details of invoices for [Construction]/[Borrower’s] Costs]. *

[Attached to this Withdrawal Request are copies of the invoices for such [Construction]/[Borrower’s] Costs.]

4. The proceeds of this withdrawal should be credited to [account] .

* Insert as applicable.

214

5. This Withdrawal Request is irrevocable. Yours faithfully authorised signatory for Marina Bay Sands Pte. Ltd.

SCHEDULE 4

FORM OF TRANSFER CERTIFICATE

Marina Bay Sands Pte. Ltd. S$ 5,442,604,530 Facility Agreement


215

To: [ ] as Agent From: [The Existing Lender] (the “ Existing Lender ”) and [The New Lender] (the “ New Lender ”) Dated:

1. We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

2. We refer to Clause 28.5 ( Procedure for transfer ):

(a) The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all or part of the Existing Lender’s Commitment, rights and obligations referred to in the Schedule in accordance with Clause 28.5 ( Procedure for transfer ).

(b) The proposed Transfer Date is [ ].

(c) The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 36.2 ( Addresses ) are set out in the Schedule.

(d) The New Lender agrees to be bound by the terms of the Agreement and the Intercreditor Agreement as a Lender.

3. The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 28.4 ( Limitation of responsibility of Existing Lenders ).

4. The New Lender confirms that it is an Eligible Lender.

5. This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

6. This Transfer Certificate is governed by Singapore law.

THE SCHEDULE

Commitment/rights and obligations to be transferred

[insert relevant details]

[Facility Office address, fax number and attention details for notices and account details for payments.]

This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [ ].

216

[Existing Lender] [New Lender] By: By:

[Agent] By: Marina Bay Sands Pte. Ltd. By:

SCHEDULE 5

TIMETABLES

PART I

LOANS

“D — “ refers to the number of Business Days before the relevant Utilisation Date/the first day of the relevant Interest Period.

217

1.

Delivery by email of a scanned copy of a duly completed Utilisation Request (paragraph (b)(i) of Clause 5.1 ( Delivery of a Utilisation Request )), delivery of an original duly completed Utilisation Request (paragraph (a) of Clause 5.1 ( Delivery of a Utilisation Request ) or delivery of a duly completed Selection Notice (Clause 14.1 ( Selection of Interest Periods ))

First Utilisations D — 3

11:00 a.m.

Subsequent Utilisations D — 5

11:00 a.m. 2.

Agent notifies the Lenders of the Loan in accordance with Clause 5.4 ( Lenders’ participation )


4:00 p.m. Subsequent Utilisations

D — 3 11:00 a.m.

3.

SWAP Rate is fixed

Quotation Day

as of 11:00 a.m. 4.

(In the case where a scanned copy of a duly completed Utilisation Request is delivered by email under paragraph (b)(i) of Clause 5.1 ( Delivery of a Utilisation Request )) delivery of the original duly completed Utilisation Request (or a fax copy of the duly completed Utilisation Request) (paragraph (b)(ii) of Clause 5.1 ( Delivery of a Utilisation Request ))

D — 1 11:00 a.m.

5.

Delivery of a duly completed Utilisation Request (Clause 8.2 ( Delivery of a Utilisation Request for Swingline Loans ))

Not less than D — 1 10:00 a.m.

6.

Agent notifies each Swingline Lender of the amount of its participation in the Swingline Loan under Clause 8.4 ( Swingline Lender’s participation ).

Not less than D — 1 noon

7.

Agent determines Prime Lending Rate under Clause 9.6 ( Interest ).

Utilisation Date

11:00 a.m.

PART II

BANK GUARANTEES

“D — “ refers to the number of Business Days before the relevant Utilisation Date.

218

Delivery of a duly completed Utilisation Request (Clause 6.3 ( Delivery of a Utilisation Request for Bank Guarantees ))


11:00 a.m. Subsequent Utilisations

D — 5 11:00 a.m.

Agent notifies the Facility C Lenders of the Bank Guarantees in accordance with Clause 6.6 ( Issue of Bank Guarantees )


4:00 p.m. Subsequent Utilisations

D — 3 11:00 a.m.

PART III

WITHDRAWALS FROM CONTROL ACCOUNTS

“D — “ refers to the number of Business Days before the relevant withdrawal date.

219

Delivery by email of a scanned copy of a duly completed Withdrawal Request (paragraph (p)(A)(2)(I) of Clause 26.12 ( Accounts )) and delivery of an original duly completed Withdrawal Request (paragraph (p)(A)(1) of Clause 26.12 ( Accounts ))

D — 5 11:00 a.m.

(In the case where a scanned copy of a duly completed Withdrawal Request is delivered by email under paragraph (p)(A)(2)(I) of Clause 26.12 ( Accounts )) delivery of the original duly completed Withdrawal Request (or a fax copy of the duly completed Withdrawal Request) (paragraph (p)(A)(2)(II) of Clause 26.12 ( Accounts ))

D — 1 11:00 a.m.

SCHEDULE 6

PROPERTIES

All those pieces or parcels of land at Marina Bay, along Bayfront Avenue as shown delineated and marked on the Land Parcel Plan (Guide Plan No. B1.1C) attached to the Planning Parameters (as defined in Clause 1.1 of the Development Agreement) marked as Annexure “A” comprising of Parcel A1 together with:

or any such pieces or parcels of land (whether subterranean space, airspace, foreshore or seabed) as may be approved by the Competent Authorities (as defined Clause 1.1 of the Development Agreement), together with all the buildings and structures to be erected thereon.

220

(a) such stratum of subterranean space in Parcel A2, Parcel A3, Parcel A4 and Parcel A5;

(b) such stratum of air space in Parcel A6;

(c) such strata of air and subterranean space in Parcel A7; and

(d) part of the foreshore and sea-bed within Parcel AW1 and Parcel AW2

SCHEDULE 7

FORM OF BANK GUARANTEE

Instructions: This Guarantee is to be typed on the Bank’s letterhead and submitted together with the Proposal.

(i) By a Development Agreement (hereinafter called “the Agreement”) executed or to be executed between STB of the one part and [ name of Company ], a company incorporated in [ country ] and having its registered office at [ registered address ] (hereinafter called “the Company”) of the other part pursuant to the Request for Proposals to Develop an Integrated Resort at Marina Bay, Singapore (hereinafter called “the RFP”), the Company agreed to construct, develop and establish an Integrated Resort (hereinafter called “the IR”) at Marina Bay, Singapore in consideration of the term of lease to be granted by STB to the Company and subject to the terms and conditions of the Agreement.

(ii) Clause 5 of the Agreement provides that the Company shall pay a deposit of Singapore Dollars [ � � � � ] (S$ � � � � ) (hereinafter called “the Security Deposit”) equivalent to five per cent (5%) of the Development Investment as defined in the Agreement, which may be payable in such manner as specified in the Agreement, which includes payment by way of one or more Bankers’ Guarantees / Insurance Performance Bonds issued in favour of STB on the terms and conditions contained in the format prescribed by STB and enforceable in such circumstances as set out in the Agreement.

NOW WE HEREBY AGREE as follows:

1. Words and expressions which are specifically defined in the Agreement shall, unless otherwise defined in this Guarantee, have the same meanings when used in this Guarantee.

2. Pursuant to the agreement as aforesaid and at the joint request of the Company and us, we [ name of Bank / Insurance Company ] HEREBY GUARANTEE to pay to STB forthwith on demand made to us in writing, a sum or sums not exceeding in the aggregate Singapore Dollars [ � � � � ] (S$ � � � � ), being equivalent to *the whole / a part of the Security Deposit required to be paid by the Company (hereinafter called “the Guaranteed Sum”). [* delete whichever is inapplicable ], Provided Always that our liability hereunder shall not exceed the Guaranteed Sum.

3. This Guarantee shall be valid from the [ � � ] day of [ � � � � ] [ insert commencement date ] to the [ � � ] day of [ � � � � ] [ insert expiry date which shall be a date 8 years and 6 months from the date of the Agreement ] (which date shall be hereinafter called “the Expiry Date”).

221

To: Singapore Tourism Board Tourism Court 1 Orchard Spring Lane Singapore 247729 (hereinafter called “STB”). WHEREAS

4. This Guarantee is conditional upon a claim as specified herein being made by STB by way of a notice in writing addressed to us and the same being received by us at [ insert address of Bank’s notification office ] at any time hereunder within one hundred and eighty (180) days from the Expiry Date. Thereafter this Guarantee shall become null and void notwithstanding that this Guarantee is not returned to us for cancellation save and except for any claim(s) submitted to us in writing not later than one hundred and eighty (180) days from the Expiry Date.

5. STB shall be entitled to make more than one claim on this Guarantee so long as the claims are made within the period specified herein and the aggregate amount specified in all such claims does not exceed the Guaranteed Sum.

6. This Guarantee shall be governed by and construed in accordance with the laws of the Republic of Singapore and subject to the jurisdiction of the Singapore courts.

Dated this [ • • ] day of [ • • • • ].

AS WITNESS our hand

222

Signature:

Signed by:

Name of Signatory Designation:

for and on behalf of:

Name of Bank

In the presence of:

Name of Witness Signature:

Designation:

SCHEDULE 8

FORMS OF PROJECT CERTIFICATES

PART I

FORM OF LENDERS’ CONSTRUCTION CONSULTANT ’S CERTIFICATE

Dear Sirs



223

From: [NAME OF LENDERS’ CONSTRUCTION CONSULTANT] To: DBS Bank Ltd. Dated: [ ]

1. We refer to the Agreement. This is a Lenders’ Construction Consultant Certificate. Terms defined in the Agreement have the same meaning in this Certificate unless given a different meaning in this Certificate.

2. We hereby certify as follows:

(a) Each applicable Milestone that has passed has been achieved:

[INSERT DETAILS]

(b) The Borrower has provided us with reasonably satisfactory evidence, evidencing that as at [INSERT DATE OF RELEVANT UTILISATION REQUEST] , proceeds of the proposed S$[ ] Utilisation are required by the Borrower to meet Construction Costs that are:

(i) due and payable; or

(ii) or will become due and payable within three months of [INSERT DATE OF RELEVANT UTILISATION REQUEST] .

(c) We confirm that [the following Funding Shortfalls are existing as at [INSERT DATE OF RELEVANT UTILISATION REQUEST]:

[INSERT DETAILS OF FUNDING SHORTFALLS]]

[OR]

[there are no Funding Shortfalls existing as at [INSERT DATE OF RELEVANT UTILISATION REQUEST].

224

Yours faithfully

authorised signatory for

[NAME OF LENDERS’ CONSTRUCTION CONSULTANT]

PART II

FORM OF BORROWER’S CERTIFICATE

Dear Sirs



225

From: Marina Bay Sands Pte. Ltd. To: DBS Bank Ltd. Dated: [ ]

1. We refer to the Agreement. This is a Borrower’s Certificate. Terms defined in the Agreement have the same meaning in this Borrower’s Certificate unless given a different meaning in this Borrower’s Certificate.

2. We hereby:

(a) confirm and attach Payment Evidence in respect of Borrower’s Costs in the amount of S$[ ], to be financed by the proposed Loan (which is of an amount that is less than S$[ ]) to be made available to us on [ ]; and

(b) certify that, within 30 days of the proposed Utilisation Date of the Loan, we shall deliver to you a copy of each invoice or other appropriate evidence, evidencing such Borrower’s Costs (other than payroll payments) comprised in the attached Payment Evidence that exceeds [S$100,000]/[S$500,000] (or its equivalent in any other currency or currencies).

Yours faithfully

authorised signatory for Marina Bay Sands Pte. Ltd.

SCHEDULE 9

FORM OF COMPLIANCE CERTIFICATE

THE UNDERSIGNED IN HIS/HER CAPACITY AS AN AUTHORIZE D OFFICER OR AUTHORIZED SIGNATORY (AND NOT IN ANY PERSONAL CAPACITY) HEREBY CERTIFIES AS FOLLOWS:

1. I am an authorized officer [or authorized signatory] of Marina Bay Sands Pte. Ltd . ( “Borrower” ).

2. I have reviewed the terms of the Facility Agreement, dated as of December ___, 2007 (as it may be amended, supplemented or otherwise modified, the “Facility Agreement” ; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Borrower, the Lenders party thereto from time to time, Goldman Sachs Foreign Exchange (Singapore) Pte., DBS Bank Ltd., UOB Asia Limited and Oversea-Chinese Banking Corporation Limited, as Coordinators and DBS Bank Ltd. as Agent, Technical Bank and Security Trustee, and we have made, or have caused to be made under our supervision, a review in reasonable detail of the transactions and condition of Borrower during the Accounting Quarter covered by the attached financial statements.

3. The examination described in paragraph (2) above did not disclose, and we have no knowledge of, the existence of any condition or event which constitutes an Event of Default during or at the end of the Accounting Quarter covered by the attached financial statements or as of the date of this Certificate. In addition, the examination described in paragraph 2 above did not disclose, and we have no knowledge of, the existence of any condition or event that would cause the Borrower to not meet the Financial Covenants per Clause 25.1 and Clause 25.2 [Annual Certification Only] of the Facility Agreement.

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 Clause 24.3 of the Facility Agreement.

226

Marina Bay Sands Pte. Ltd.

By: Name: Title: Authorized Officer/Signatory

ANNEX A TO COMPLIANCE CERTIFICATE

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

This Annex A is attached to and made a part of a Compliance Certificate dated as of , 20___ and pertains to the period from , 20___ to , 20___. Clause and paragraph references herein relate to clauses and paragraphs of the Facility Agreement. Capitalized terms not otherwise defined herein have the meaning set forth in the Facility Agreement.

INFORMATION TO BE PROVIDED WITH RESPECT TO CLAUSE 2 6—GENERAL UNDERTAKINGS:

227

1. Clause 26.7—Financial Indebtedness

Facility Agreement Provision Maximum Permitted Actual Outstanding

1.

Permitted Aircraft/Watercraft Indebtedness under Clause 26.7(b)(vi)

S$300,000,000 in the aggregate

S$

2.

Permitted FF&E Indebtedness under Clause 26.7(b)(vii)


S$

3.

Financial Indebtedness represented by performance bonds, surety bonds, completion guarantees, standby letters of credit, bankers’ acceptances etc. under Clause 26.7(b)(x)


S$

4.

Subordinated Debt permitted under Clause 26.7(b)(v) 1

NA

S$

2. Clause 26.8—Loans and Guarantees


1.

Guarantees issued in respect of Permitted FF&E Indebtedness under Clause 26.8(b)(ii)

S$500,000,000 2 in the aggregate

S$

2.

Guarantees issued in respect of Permitted Aircraft/Watercraft

S$300,000,000 in the

S$

1 Subordinated Debt may be issued prior to the Total Construction Costs Termination Date so long as, immediately following incurrence of such Financial Indebtedness, the ratio of Relevant Debt to Total Project Related Costs does not exceed 0.8:1.0. Compliance with this ratio will be demonstrated to the extent Subordinated Debt is issued prior to the Total Construction Costs Termination Date.

2 Any guarantees of Permitted FF&E Indebtedness are not an incremental S$500,000,000 but is included in the S$600,000,000.

228


Indebtedness under Clause 26.8(b)(iv) aggregate 3.

Loans or advances made by any member of the Borrower Group to employees or directors or former employees or directors of any member of the Borrower Group under Clause 26.8(b)(ix)


S$

3. Clause 26.4—Negative Pledge (Sale and Leaseback).


1.

Sale and leaseback transactions with respect to Permitted FF&E under Clause 26.4(e), including counterparty, assets in question, and amount at inception.

S$600,000,000 3 in the aggregate

S$

4. Clause 26.16—Restricted Payments

Facility Agreement Provision Amount Permitted Amount Distributed

1.

Restricted Payments permitted at least six Months after the Operating Commencement Date under Clause 26.16(d)(i)

S$ 4

S$

2.

Restricted Payments permitted to the Sponsor for reimbursement for taxes directly attributable to ownership in the Borrower under Clause 26.16(d)(ii)

N/A

S$

3.

Restricted Payments permitted to reimburse the Sponsor or any of its Affiliates for Project Costs and/or Operating Costs incurred on behalf of the Borrower under Clause 26.16(d)(iii)

N/A

S$

4.

Restricted Payments permitted to Holdco to enable Holdco to pay general administrative costs and expenses, franchise taxes, and accounting, legal and professional fees under Clause 26.16 (d)(v)

$500,000 per year

S$

3 S$600,000,000 is to be calculated taking into account all Permitted FF&E Indebtedness.

4 If the leverage ratio of Debt to Consolidated Adjusted EBITDA is less than or equal to 2.50:1.0, there is no limit, if the leverage ratio is greater than 2.50:1.0 and less than or equal to 3.50:1.0, the limit is S$300,000,000 per year and if the leverage ratio is greater than 3.50:1.0 restricted payments are not permitted.

Leverage Ratio for Number 3 above: ( i)/(ii) =

INFORMATION TO BE PROVIDED WITH RESPECT TO CLAUSE 2 5—FINANCIAL COVENANTS:

229

5. Clause 26.18—Permitted Investments), including information with respect to the amount of the investment to date, the name of the entity, its primary line of business and whether it is a Restricted Subsidiary or Excluded Subsidiary.

Current Accounting

Facility Agreement Provision Amount Permitted Quarter Total 1.

Investments in joint ventures, consortiums, partnerships and similar arrangements in restaurants, clubs, retail and entertainment offerings that form part of (or are located) in the Integrated Resort under Clause (a)(i) of the definition of Permitted Investments

N/A

S$

S$

2.

Investments in projects that are ancillary (and of benefit) to the Integrated Resort at any time under Clause (a)(ii) of the definition of Permitted Investments

S$100,000,000

S$

S$

3.

Investments in projects that are ancillary (and of benefit) to the Integrated Resort after the Operating Commencement Date under Clause (b) of the definition of Permitted Investments

S$300,000,000 5

S$

S$

(i) “Debt” for the Relevant Period: $ [___,___,___] (ii) Consolidated Adjusted EBITDA: $ [___,___,___]

Actual:

__.___:1.00

6. Clause 25.2—Capital Expenditures : Current Accounting Financial

Facility Agreement Provision Amount Permitted Quarter Year to Date 1.

Permitted annual Capital Expenditures under Clause 25.2

S$300,000,000 6

S$

S$

5 Permitted Investments under clause (b) are only permitted when the leverage ratio of “Debt” to Consolidated Adjusted EBITDA is less than or equal to 3.50:1.0.

EXCLUDING:

INCLUDING

TOTAL

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7. Calculation of Consolidated Net Income : (a) Net income (loss) of the Borrower Group in accordance with GAAP excl. preferred dividends: $ [___,___,___]

(b) Items (a) — (e) of definition of CNI: $ [___,___,___] (c) Item (f) of definition; Extraordinary Gains/(Losses): $ [___,___,___] (d) Item (g) of definition of CNI; costs or charges related to refinancing of Existing Bridge Debt: $ [___,___,___]

(e) Cash flows from IR Project Vehicles funded through Permitted Investments $ [___,___,___]

(f) Consolidated Net Income=(a) -(b)-(c)-(d)+(e): $[___,___,___]

8. Calculation of Consolidated Adjusted EBITDA : (a) Consolidated Net Income (per above): $ [___,___,___] (b)

Consolidated Total Interest Expense:

$

[ ___,___,___ ] (c) Provisions for taxes: $ [___,___,___] (d)

Total depreciation expense:

$

[ ___,___,___ ] (e)

Total amortization expense:

$

[ ___,___,___ ]

6 Permitted rollover amounts from prior periods to be reflected in this number to the extent applicable going forward.

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(f)

Total pre-opening and development expenses:

$

[ ___,___,___ ] (g)

Total amortization of rent expense resulting from the land premium paid under the Development Agreement:

$ [ ___,___,___ ]

(h)

Other non-cash items reducing Consol. Net Income:

$

[ ___,___,___ ] (i)

Other non-cash items increasing Consol. Net Income:

$

[ ___,___,___] (j) Consolidated Adjusted EBITDA (sum of (a) to (h) -(i)): $[___,___,___]

9. Clause 25.1(b)—Consolidated Leverage Ratio : (i)/(ii) = (i) “Debt” as of the Relevant Date: $ [___,___,___] (ii) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period then ended: $ [___,___,___] Actual: __.___:1.00 Required: __.___:1.00

10. Clause 25.1(a)—Consolidated Interest Coverage Ratio : (i)/(ii) = (i) Consolidated Adjusted EBITDA for the four-Fiscal Quarter Period then ended: $[___,___,___] (ii) Consolidated Interest Expense for such four-Fiscal Quarter Period: $[___,___,___] Actual: __.___:1.00 Required: __.___:1.00

11.

Consolidated Net Worth (per Clause 25.5) : (Must be positive) $ [___,___,___]

SCHEDULE 10

FORM OF ACCESSION LETTER



[Subsidiary] is a company duly incorporated under the law of [name of relevant jurisdiction] .

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To: [ ] as Agent From: [Subsidiary] and Marina Bay Sands Pte. Ltd. Dated: Dear Sirs

1. We refer to the Agreement. This is an Accession Letter. Terms defined in the Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter.

2. [Subsidiary] agrees:

(a) to become a Guarantor and to be bound by the terms of the Agreement as a Guarantor and an Obligor pursuant to Clause 29.2 ( Guarantors ) of the Agreement; and

(b) to be bound by the terms of the Intercreditor Agreement as a Guarantor and an Obligor.

3. [Subsidiary’s] administrative details are as follows:

Address:

Fax No:

Attention:

4. This Accession Letter is governed by Singapore law.

The Guarantor

I, , an Advocate and Solicitor of the Supreme Court of the Republic of Singapore practising in Singapore hereby certify that on , 20___ the Common Seal of [ ] was duly affixed to the above Accession Letter at Singapore in my presence in accordance with the Articles of Association of [ ] (which Articles of Association have been produced and shown to me).

Witness my hand this [ ] day of [ ].

This Accession Letter is accepted by the Security Trustee.

Security Trustee

The Borrower

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The COMMON SEAL of ) [ ] ) was hereunto affixed in the ) presence of: ) Director

Director/Secretary

SIGNED, SEALED and DELIVERED ) by ) as attorney for and on behalf of ) DBS Bank Ltd. in the presence of: )

The COMMON SEAL of ) [ ] ) was hereunto affixed in the ) presence of: )

SCHEDULE 11

REPAYMENT SCHEDULE FOR TERM LOANS

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Term Loan Facility Repayment Instalment

Term Loan Facility Repayment Date (Amount) First Repayment Date S$125,000,000 Second Repayment Date S$125,000,000 Third Repayment Date S$125,000,000 Fourth Repayment Date S$125,000,000 Fifth Repayment Date S$125,000,000 Sixth Repayment Date S$125,000,000 Seventh Repayment Date S$125,000,000 Eighth Repayment Date S$125,000,000 Ninth Repayment Date S$125,000,000 Tenth Repayment Date S$125,000,000 Eleventh Repayment Date S$125,000,000 Twelfth Repayment Date S$125,000,000 Thirteenth Repayment Date S$125,000,000 Fourteenth Repayment Date S$125,000,000 Fifteenth Repayment Date S$125,000,000 Sixteenth Repayment Date S$125,000,000 Termination Date All outstanding Term Loans

SCHEDULE 12

INSURANCES

Insurance Requirements

The Borrower shall, without cost to the Secured Parties, maintain or cause to be maintained on the Borrower’s behalf and in effect at all times the types of insurance and insurance coverages required by the following provisions, in form and substance reasonably acceptable to the Agent, in consultation with the Lenders’ Insurance Consultant, with “Compliant Insurers” meaning insurance companies rated “A” or better, with a minimum size rating of “XII”, by AM Best’s Rating Service, or rated “A” or better by Standard & Poor’s, or if insurance is not maintained with insurance companies that meet the foregoing minimum ratings (a “ Non-Compliant Insurer ”), the Borrower shall obtain for each policy maintained with a Non-Compliant Insurer, a “cut through” or reinsurance assumption endorsement to reinsurers that do meet the foregoing minimum ratings, or with other insurance companies of recognised responsibility reasonably satisfactory to the Agent, in consultation with the Lenders’ Insurance Consultant, until the payment in full of all of the Liabilities. Notwithstanding the foregoing, an insurance policy shall be deemed to be written with “Compliant Insurers” if: (a) such insurance policy is arranged on a quota share basis; and (b) the total number of participating insurers is greater than or equal to (5) five; and (c) the panel of participating insurers includes “Non-Compliant” insurance companies who are on the MAS list of approved direct insurer or who are rated “BBB-” or better by S&P; and (d) the total cumulative quota share participation of all non-compliant insurers does not exceed 35% of the total limit of insurance purchased under such quota shared policy. Builder’s Risk (or Construction All Risk), commercial general liability and workers compensation insurance shall be provided under an owner controlled insurance program or wrap-up program. This insurance shall include interests of the Borrower and the Contractors. Policies of insurance may be written with Limits of Liability expressed in either US dollars or the equivalent value in Singapore dollars utilising the rate of exchange as of the date of closing, it being understood that whenever specific limits of liability are referenced herein the requirement is expressed in US dollars with the exception of worker’s compensation and automobile limits.

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1. Construction Insurance

Evidence at commencement of the construction period for the Integrated Resort Project and until the Completion Date has occurred including extension for any maintenance or defects liability period:

1.1 “ Construction Builders Risk Property Insurance ” subject to customary “all risk” forms including windstorm, typhoon, flood, tsunami, earth movement (provided that coverage for gradual subsidence may be excluded), hazardous materials, covering physical loss or damage with respect to the Integrated Resort Project including coverage for (a) the buildings, foundations and retaining structures, other structures, boilers and machinery, equipment, facilities, permanent fixtures (fittings, furnishings and fixtures may alternatively be insured under corporate property program) and other properties (including equipment in which the Borrower has an insurable interest), (b)

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coverage for removal of debris with a limit of not less than US $25,000,000, (c) comprehensive boiler, machinery and equipment breakdown (including coverage during hot and cold testing), (d) inland transit with a sub limit of not less than US $5,000,000 million per occurrence, (e) off-site coverage, (f) claim preparation costs up to 5% of the total claim, (g) professional fees and (h) an escalation clause with a minimum limit of 10% .

The policy shall be written on replacement cost basis with limits equal to the completed value replacement cost of the Integrated Resort Project under construction, it being agreed that this limit shall be no less than US $3.5 billion or the equivalent amount expressed in SGD as of the effective date of the loan facility. Policy limits will be automatically reinstated following a loss. Such insurance shall contain a provision granting permission for the partial use and occupancy of the Integrated Resort Project prior to completion of the Integrated Resort Project without cancellation, reduction, lapse or suspension of coverage. Each such policy shall be in such form as shall be reasonably satisfactory to the Agent; PROVIDED THAT flood and earth movement coverage each may be subject to an annual aggregate limit of at least US $100,000,000 applicable separately to each such peril to the extent reasonably available. Deductibles for flood and earth movement are not to exceed 5% of total insured value at the time of loss. Deductible for all windstorm perils including typhoon are not to exceed 5%of total insured value at the time of loss. The policies may provide for deductible amounts of up to US $500,000 per occurrence with US $1,000,000 for testing and commissioning where applicable, unless otherwise agreed by the Agent pursuant to the procedures set out in paragraph 3.1 below.

1.2 These policies shall be written on a no coinsurance basis. The policies shall also be endorsed to provide that (a) the Security Trustee and any security trustee with respect to Permitted FF&E Indebtedness is included as loss payees, as their respective interests may appear, but shall not be liable for the payment of any premiums, and (b) any payment thereunder for loss or damage in excess of SGD $10,000,000 shall be made to the Security Trustee or, as applicable, the security trustee with respect to Permitted FF&E Indebtedness as loss payees respectively, PROVIDED THAT, in respect of Construction Builders Risk Property Insurance, all proceeds shall, irrespective of any other provisions therein contained, be paid to repair or reinstate the loss or damage to the Properties for which the relevant claim was made in accordance with the Development Agreement or as otherwise directed by the Lessor, in each case, without deduction, set-off or counterclaim in respect of any outstanding premiums or calls on it.

1.3 Comprehensive or commercial general liability insurance on an “occurrence” basis or a “claims made” basis, against claims for “bodily injury” and “property damage” arising from the Integrated Resort Project or occurring on, in or about the properties of the Borrower and any of its Subsidiaries which is an Obligor and the adjoining streets, sidewalks and passageways, in a minimum amount of US $50,000,000 per

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occurrence with respect to personal injury or death to any one or more persons or damage to property; which insurance shall contain a provision granting permission for the partial use and occupancy of the Integrated Resort Project prior to completion of Integrated Resort Project without cancellation, reduction, lapse or suspension of coverage and shall (a) be in such form as shall be reasonably satisfactory to the Agent, (b) contain “broad form” and other endorsements covering, among other things, coverage for independent contractors, contractual liability, broad form property damage, cross liability, explosion, collapse and underground hazards and (c) be endorsed to include the Security Trustee and any security trustee with respect to Permitted FF&E Indebtedness as additional insureds, as their interests may appear.

If any policy is written on a “claims-made” basis, and such policy is not to be renewed or the retroactive date of such policy is to be changed, the Borrower shall obtain, prior to the expiration date or retroactive date change of such policy the broadest basic and supplemental extended reporting period coverage reasonably available in the commercial insurance market for each such policy of at least three years past the final day of coverage of such policy and shall promptly provide the Agent with proof that such extended reporting period coverage or “tail” has been obtained. The required limits may be satisfied through a combination of primary and excess liability policies.

1.4 Business automobile liability insurance against claims for bodily injury, death or property damage arising out of the use of all owned, non-owned (other than leased or hired vehicles provided that the relevant leasing/hiring company(s) is providing such business automobile liability insurance) and hired vehicles by the Borrower and any of its Subsidiaries that are Obligors and their agents and employees, including loading and unloading, such insurance to be in compliance with the local mandatory minimum requirements (ie: SG $500,000 coverage per accident with respect to damage to property and unlimited coverage per accident with respect to bodily injury or death to one or more persons or damage to property) and to be in such form as shall be reasonably satisfactory to the Agent.

1.5 Workers’ compensation or its equivalent insurance as required by local law and employers liability insurance (including ex pat coverage as applicable) with a minimum limit of SG $10,000,000 per occurrence shall be carried.

1.6 Marine Ocean Cargo coverage on international shipments to and from ports or places in the world (including coverage for shipments on coastal waterways of Singapore if not otherwise insured under an Inland Transit policy) with respect to property of every kind and description intended for use in the Project whether by air, water or other conveyance. Coverage shall be written to include “All Risks” of loss or damage including War and SRCC risks on a replacement cost basis and shall have a limit of insurance sufficient to cover the maximum value of property so situated. The Borrower may arrange to have this coverage maintained by the shipper.

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1.7 Insurance required in paragraphs 1.1 through 1.6 above may be provided with a combination of primary and excess policies as long as the combined limits equal the per occurrence limits required herein. The excess policy may be satisfied through a drop down of limits within the international corporate program to the Integrated Resort Project.

1.8 Such additional insurance as shall be required pursuant to the provisions of the Construction Contracts, and any insurance policies provided by the Contractors, shall name the Security Trustee and any trustee as additional insureds and, where applicable, the Security Trustee as loss payee.

2. Operational Insurance

From and after the earlier of either the Completion Date or the first date of occupancy for the intended use of any portion of the Project, and continuing until the date on which all Liabilities have been paid in full:

2.1 “All risk” property insurance (to the extent not duplicative of the construction all risk insurance obtained pursuant to paragraph 1.1 above), such “all risk” property insurance to be subject to customary “all risk” forms including coverage for windstorm, typhoon, flood, tsunami, earth movement (provided that coverage for gradual subsidence may be excluded), loss occasioned by the operation of building laws or ordinances, comprehensive boiler, turbine and machinery and operational testing insurance covering physical loss or damage with respect to properties of the Borrower and any of its Subsidiaries who are Obligors, including (a) coverage for the buildings, structures, furnace, boilers and machinery, equipment, facilities, fixtures and other properties of the Borrower and any of its Subsidiaries who are Obligors (including equipment in which the Borrower or any of its Subsidiaries who are Obligors has an insurable interest), (b) coverage for removal of debris with a limit of not less than US $25,000,000, (c) comprehensive boiler, machinery and equipment breakdown (including coverage during hot and cold testing), (d) inland transit with a sub limit of not less than US $5,000,000 per occurrence, (e) off-site coverage, (f) claim preparation costs up to 5% of the total claim and (g) professional fees. Insurance will be carried in such amounts, against such risks and with such terms consistent with reasonable and prudent industry practice but in any event such policies shall at all times insure an amount not less than the lesser of the maximum foreseeable loss (“ MFL ”) (as calculated by an independent third party and subject to the reasonable approval of the Agent) or full insurable replacement cost (unless otherwise provided herein), and shall be in such form as shall be reasonably satisfactory to the Agent; PROVIDED THAT, flood and earth movement coverage each may be subject to an annual aggregate limit of at least US $100,000,000 per occurrence to the extent reasonably available with inland transit and off-site coverage in an amount equal to full replacement cost of such property. Policy limits will be automatically reinstated following a loss. The policy shall be written on a no coinsurance basis and, in the event a blanket property program is evidenced, shall

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provide that from and after the Completion Date limits as required by this Agreement will be specifically available to the Borrower. The policy shall also be endorsed to provide that (a) the Security Trustee and any security trustee with respect to Permitted FF&E Indebtedness shall be included as loss payees, as their interests may appear, but shall not be liable for the payment of any premiums, and (b) any payment thereunder for loss or damage in excess of SGD $10,000,000 shall be made to the Security Trustee or as applicable the security trustee with respect to Permitted FF&E Indebtedness, as loss payees rescpectively and shall, irrespective of any other provisions therein contained, be paid to repair or reinstate the loss or damage to the Properties for which the relevant claim was made in accordance with the Development Agreement or as otherwise directed by the Lessor, in each case, without deduction, set-off or counterclaim in respect of any outstanding premiums or calls on it. The policies may provide for deductible amounts of up to 5% of total insured value with respect to the perils of flood, earth-movement and windstorm, but in no event greater than US $2,000,000 per occurrence, unless otherwise consented to by the Agent, such consent not to be unreasonably withheld or delayed.

2.2 Business Interruption insurance, in such form as shall be reasonably satisfactory to the Agent and with limits in amounts sufficient to cover scheduled payments on all Financing Principal and Financing Costs and continuing expenses of the Borrower and its Subsidiaries during a period of at least 12 months, (or such longer period of time as calculated by an independent third party and subject to the reasonable approval of the Agent); provided that the applicable policy may provide that the insurance proceeds will not be payable with respect to up to the first 60 days of each business interruption.

2.3 Terrorism insurance encompassing property damage and business interruption at the lesser of the MFL of the location (as calculated by a reputable independent third party) or US $250,000,000.

2.4 Comprehensive or commercial general liability insurance on an “occurrence” basis or a “claims made” basis, against claims for “bodily injury” and “property damage” occurring on, in or about the properties of the Borrower and any of its Subsidiaries who are Obligors and the adjoining streets, sidewalks and passageways, in a minimum amount of US $2,000,000 coverage per occurrence and in the aggregate with respect to personal injury or death to any one or more persons or damage to property; US $2,000,000 products/completed operations aggregate; which insurance shall (i) be in such form as shall be reasonably satisfactory to the Agent, (ii) contain “broad form” and other endorsements covering, among other things, independent contractors, products and completed operations, contractual liability, broad form property damage, cross liability, explosion, collapse and underground hazards, and liability arising from terrorist acts and (iii) be endorsed to include the Security Trustee as additional insured, as its interests may appear. If any policy is written on a “claims-made” basis, and such policy is not to be renewed or the retroactive date of such

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policy is to be changed, the Borrower shall obtain, prior to the expiration date or retroactive date change of such policy the broadest basic and supplemental extended reporting period coverage reasonably available in the commercial insurance market for each such policy of at least three years past the final day of coverage of such policy and shall promptly provide the Agent with proof that such extended reporting period coverage or “tail” has been obtained.

2.5 Business automobile liability insurance against claims for bodily injury, death or property damage arising out of the use of all owned, non-owned (other than leased or hired vehicles provided that the relevant leasing/hiring company(s) is providing such business automobile liability insurance) and hired vehicles by the Borrower and its Subsidiaries and their agents and employees, including loading and unloading, such insurance to be in compliance with local mandatory minimum requirements (ie. SG $500,000 coverage per accident with respect to damage to property and unlimited coverage per accident with respect to bodily injury or death to one or more persons or damage to property) and to be in such form as shall be reasonably satisfactory to the Agent.

2.6 Workers’ compensation or its equivalent insurance as required by local law and employers liability insurance (including ex pat coverage as applicable) in any case with a minimum limit of SG $10,000,000 per occurrence shall be carried.

2.7 Marine Ocean Cargo coverage on international shipments to and from ports or places in the world (including coverage for shipments on coastal waterways of Singapore if not otherwise insured under an Inland Transit policy) with respect to property of every kind and description intended for use in the Project whether by, air, water or other conveyance. Coverage shall be written to include “All Risks” of loss or damage including War and SRCC risks on a replacement cost basis and shall have a limit of insurance sufficient to cover the maximum value of property so situated. The Borrower may arrange to have this coverage maintained by the shipper.

2.8 After the Completion Date, the Borrower shall provide excess “umbrella” liability insurance on an “occurrence” basis or, subject to the proviso to this paragraph, a “claims made” basis against risks of the types described in paragraphs 2.3, 2.4 and 2.5 (in excess of the Employers liability insurance (but excluding workers compensation) described above, in an amount which results in a combined amount of primary and excess insurance required hereby of not less than US $75,000,000 for any occurrence on a per location basis and in such form as shall be reasonably satisfactory to the Agent; PROVIDED THAT if any policy is written on a “claims-made” basis, and such policy is not to be renewed or the retroactive date of such policy is to be changed, the Borrower shall obtain, prior to the expiration date or date of change of such policy the broadest basic and supplemental extended reporting period coverage reasonably available in the commercial insurance market for each such policy of at least three years past the final day of coverage of such policy and shall

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promptly provide the Agent with proof that such extended reporting period coverage or “tail” has been obtained.

2.9 Insurance required in paragraphs 2.1 through 2.8 above may be provided with a combination of primary and excess policies as long as the combined limits equal the per occurrence and aggregate limit required herein. The excess policy may be satisfied through a drop down of limits within the international corporate program to the Integrated Resort Project.

2.10 Such additional insurance as shall be required pursuant to the provisions of the Project Documents, and any insurance policies provided by the Contractor’s (or any other counterparty to a Project Document) insurance shall name the Security Trustee and any trustee as additional insured and, where applicable, the Security Trustee as loss payee.

3. General Terms and Conditions

3.1 In the event any insurance (including the limits or deductible thereof) required to be maintained above shall not be available and commercially feasible in the commercial insurance markets (taking into account in determining “commercial feasibility” the Borrower’s obligations under the Finance Documents and the Project Documents and its ability to self-insure without impairing its ability to make scheduled payments on its Financing Costs and Financing Principal), the Agent agrees to waive such requirement to the extent the maintenance thereof is not so available, PROVIDED THAT (a) the Borrower shall first request any such waiver in writing and (b) the Parties shall agree upon the designation of an independent insurance advisor of recognized international standing, (referred to herein as the “ The Independent Insurance Advisor ” ) who shall certify in writing that such insurance is not reasonably available and commercially feasible in the commercial insurance market (and, in any case where the required amount is not so available, certifying as to the maximum amount which is so available) and explaining in detail the basis for such conclusions, the form and substance of such written confirmation to be reasonably satisfactory to the Agent and the Lenders’ Insurance Consultant; (b) at any time after the granting of any such waiver (but not more than twice in each calendar year), the Agent may request, and the Borrower shall furnish to the Agent within 30 business days after such request, supplemental reports reasonably acceptable to the Agent from the Lenders’ Insurance Consultant or The Independent Insurance Advisor updating the prior report and reaffirming such conclusion; and (c) any such waiver shall be effective only so long as such insurance shall not be available and commercially feasible in the commercial insurance market, it being understood that the failure of the Borrower to timely furnish any such supplemental report shall be conclusive evidence that such waiver is no longer effective because such condition no longer exists, but that such failure is not the only way to establish such non-existence.

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4. Policy Provisions

4.1 All insurance policies maintained in accordance with this Schedule 12 shall (a) contain either the New York standard mortgagee clause or 438 BFU where applicable or similar language in local use providing that policy shall not be invalidated due to any act or neglect by Borrower, any non-occupation or any change in risk. And (b) provide that so long as no Event of Default shall have occurred and be continuing (and upon the Agent delivering notice to the Borrower under Clause 27.17 ( Acceleration ) of the Facility Agreement, property losses, if any shall be adjusted with the Borrower, except that as to any insured loss in excess of US $2,000,000, such loss shall be adjusted with the Borrower but final settlement will be made with the concurrence of the Agent, which concurrence shall not be unreasonably withheld or delayed, and any such losses in excess of SGD $10,000,000 shall be payable solely to the Agent (or, if after Completion Date to the Security Trustee or as applicable the security trustee with respect to Permitted FF&E Indebtedness), PROVIDED THAT, in respect of Construction Builders Risk Property insurance and the “All Risk Property insurance defined in paragraph 2.1 above, irrespective of any other provisions therein contained, be paid to repair or reinstate the loss or damage to the Properties for which the relevant claim was made in accordance within the Development Agreement or as otherwise directed by the Lessor, in each case without deduction, set-off or counterclaim in respect of any outstanding premiums. All insurance policies maintained in accordance with this Schedule 12 shall (i) contain a waiver of any rights of subrogation of the insurer against the Secured Parties, the Agent and the Security Trustee, and a waiver of any rights of the insurer to any setoff or counterclaim or other deduction, whether by attachment or otherwise, in respect of any liability of the Secured Parties, the Agent or the Security Trustee, (ii) shall provide that all the provisions thereof, except the limits of liability (which shall be applicable to all insureds as a group) and liability for premiums (which shall be solely a liability of the Borrower) shall operate in the same manner as if there were a separate policy covering each such insured, without right of contribution from any other insurance which may be carried by any insured covering a loss which is also covered under the insurance policies maintained by the Borrower pursuant to this Schedule 12, and (iii) shall provide that the Security Trustee as additional insured and Security Trustee as loss payee shall have no obligation or liability for premiums, commissions, assessments or calls in connection with such insurance. If any insurance policies maintained in accordance with this Schedule 12 contains a cancellation provision, the policy shall also contain a provision that such policy will not be cancelled or allowed to expire, or that its limits or scope of coverage will not be reduced or materially varied for any reason whatsoever until at least 30 days’ prior written notice has been provided to the Agent; PROVIDED THAT in the case of non-payment of premium, the policy will be cancellable if such non-payment is not cured within ten days following written notice to the Agent. The Borrower shall be solely responsible for any deductibles, coinsurance, retained risk or risk sharing under all insurance policies.

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5. Reports, Etc.

5.1 The Borrower shall advise the Agent and the Lenders in writing promptly of any default in the payment of any premium and of any other act or omission on the part of the Borrower which could reasonably be expected to invalidate or render unenforceable, in whole or in part, any insurance being maintained by the Borrower pursuant to this Schedule 12. The Borrower will also deliver to the Agent prior to the date of the first Utilisation Request, and in any event within 5 business days after policy expiration, a certificate signed by an authorized officer of each of the insurance company(ies) participating in the insurance program or the insurance broker responsible for effecting the placement of the insurance (a) attaching certificates of all insurance policies relating to the Borrower and stating that all premiums then due thereon have been paid and that the same are in full force and effect and (b) stating that such insurance policies comply with the requirements of this Schedule 12. If requested by the Agent, the Borrower will deliver certified true copies of such insurance policies to the Agent

6. Other Insurance

6.1 Nothing in this Schedule 12 shall prohibit the Borrower from maintaining, at their expense, insurance on or with respect to its properties or business, naming the Obligor as insureds and/or loss payee, unless such insurance would conflict with or otherwise limit the availability of insurance required to be maintained under this Schedule 12; PROVIDED THAT such insurance shall not reduce the amount of insurance proceeds that would be payable to the beneficiaries pursuant to policies of insurance maintained under this Schedule 12 and the Borrower shall have obtained and delivered evidence reasonably satisfactory to the Agent to such effect.

6.2 For the avoidance of doubt, the provisions of this exhibit shall not apply to Permitted FF&E Security, Permitted Aircraft/Watercraft Security and Permitted Refinancing Security, it being acknowledged and agreed that such items may be subject to separate requirements imposed by the lenders with respect thereto and no proceeds of insurance with respect to such items shall be adjusted by, or paid to, Agent or Security Trustee.

7. Additional Insurance

7.1 The Agent reserves the right to require the provision of additional insurance over the term of the Facilities as may be reasonably required from time to time for insurable risks which may arise in the course of business operations and which are in accordance with what a prudent operator of an Integrated Resort Project would insure, and subject to the reasonable availability and “commercial feasibility” such insurance, determined in accordance with paragraph 3.1 above.

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8. Named Insureds

8.1 For the avoidance of doubt, with the exception of Worker’s Compensation policies and/or coverage, all liability policies as required under this exhibit where the Borrower has an insurable interest shall insure the interests of the Borrower and the Security Trustee and shall name the Security Trustee as an additional insured (unless the Security Trustee is a named insured under the policy).

9. Loss Payee

9.1 For the avoidance of doubt, until the Operating Commencement Date, all policies covering real or personal property or business interruption related to the Integrated Resort Project shall name the Security Trustee as first Loss Payee/Mortgagee in accordance with CP12 18 (06/95) or similar Lender’s Loss Payable Endorsement in local use and shall provide that any payment thereunder for any loss or damage thereunder in excess of SGD $10,000,000.00 shall be made payable to the Security Trustee and any security trustee with respect to Permitted FF&E Indebtedness in accordance with their respective interests for application in accordance with Clause 2.1 of the Intercreditor Agreement. PROVIDED THAT, in respect of Construction Builders Risk Property Insurance, all proceeds shall, irrespective of any other provisions therein contained, be paid to repair or reinstate the loss or damage to the Properties for which the relevant claim was made in accordance with the Development Agreement or as otherwise directed by the Lessor, in each case without deduction, set-off or counterclaim in respect of any outstanding premiums or calls on it.

10. Right to Cure

10.1 On or before 30 December of each year until the repayment in full of all Liabilities, the Borrower shall furnish to the Agent a certificate signed by an authorised signatory of the Borrower, showing the insurance then maintained by or on behalf of the Borrower under this Schedule 12 and stating that such insurance complies in all material respects with the terms hereof, together with a statement of the premiums then due, if any. If at any time the insurance required under this Schedule 12 shall be reduced or cease to be maintained, then (without limiting the rights of the Agent, the Security Trustee or any Lender in respect of any default which arises as a result of such failure), the Agent may, but shall not be obligated to, maintain the insurance required hereby and, in such event, the Borrower shall reimburse the Agent or the Security Trustee upon demand for the cost thereof together with interest thereon at the rate set out in Clause 13.3 ( Default interest ).

11. Agent ’s Right to Adjust Losses; Payment of Proceeds

11.1 In case of any casualty or event of loss (“ Casualty ”) with respect to the Integrated Resort Project (or any portion thereof), the Borrower and the Agent shall jointly settle, compromise and adjust any claim; PROVIDED THAT, with respect to any loss not in excess of SGD $10,000,000 (as set forth in the applicable certificate prepared by an

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independent expert reasonably acceptable to the Agent), the Borrower may agree with the insurance company or companies on the amount to be paid upon the loss without obtaining the consent of the Agent. The Security Trustee shall pay over to the Borrower the applicable insurance proceeds upon receipt thereof by the Security Trustee, and the Borrower shall use such insurance proceeds to perform a restoration or otherwise use such proceeds in accordance with the Development Agreement or as otherwise directed by Lessor; PROVIDED FURTHER THAT, if, at the time of any Casualty, or at any time during the settlement, compromise or adjustment process with respect to any Casualty, an Event of Default shall have occurred and is continuing, and upon the Agent delivering notice to the Borrower under Clause 27.17 ( Acceleration ) of the Facility Agreement, subject to the terms of the Commercial Documents then the Security Trustee shall not be required to pay over the applicable insurance proceeds to the Borrower, and the Agent or the Security Trustee may settle, compromise and/or adjust any claim, as it sees fit in its sole discretion, without the participation or consent of the Borrower and the insurance proceeds shall be applied in accordance with the provisions of Clause 2.1 of the Intercreditor Agreement. Furthermore, if any claim shall not have been settled, compromised or adjusted or the applicable insurance proceeds shall not have been paid in any case, within 15 months after the Casualty in question occurred or such additional time as may be reasonably necessary given the circumstances, then Agent may settle, compromise and/or adjust such claim, as it sees fit in its sole discretion, without the participation or consent of the Borrower and the insurance proceeds shall be applied in accordance with the provisions of Clause 2.1 of the Intercreditor Agreement.

11.2 In the event that the Borrower or any of its subsidiaries or affiliates have paid any documented sums or out-of pocket expenses to repair, replace or rebuild any portion of the Integrated Resort pending resolution of any claims under any policy required hereunder, the Security Trustee shall be required to promptly remit to Borrower any insurance proceeds received by it in accordance with the foregoing provisions of this Schedule 12. To the extent the Borrower is still undertaking efforts to repair, replace or rebuild any portion of the Integrated Resort at the time such insurance proceeds are received by the Security Trustee, the Security Trustee shall be required to make such proceeds readily available to the Borrower at the time any documented sums or out-of-pocket expenses are then due and payable by the Borrower in connection with such efforts.

12. Policies on “ Claims -Made” Basis

12.1 For the avoidance of doubt, if any policy is written on a “claims-made” basis and such policy is not to be renewed or the retroactive date of such policy is to be changed, the Borrower shall obtain prior to the expiration date or date change of such policy the broadest basic and supplemental extended reporting period coverage reasonably available in the commercial insurance market for each such policy and shall promptly provide the Agent with proof that such coverage has been obtained.

SCHEDULE 13

MAIN CONSTRUCTION CONTRACTS

240

Package No : 2103 Package Description : Piling and Diaphragm Walls (Hotel Zone) Contracting Party : Bachy Soletanche Singapore Pte. Ltd. Type of Contract : Construction Contract Contract Sum : S$131,615,265.95 Contract Date : 9 November 2007

IN WITNESS WHEREOF this Agreement has been entered into on the date stated at the beginning.

The Borrower

MARINA BAY SANDS PTE. LTD.

Facility Agreement

Address: 9 Raffles Place #45-01 Republic Plaza Singapore 048619

Fax No: (65) 6536 6327

Attention: Treasury Operations Manager By: /s/ George Tanasijevich

The Arrangers

Facility Agreement

GOLDMAN SACHS FOREIGN EXCHANGE (SINGAPORE) PTE (Company Registration No. 198902983H)

By: /s/ Authorized Signatory Name: Authorized Signatory

Facility Agreement

DBS BANK LTD.

By: /s/ Tan Teck Long Name: Tan Teck Long

Facility Agreement

UOB ASIA LIMITED


Facility Agreement

OVERSEA-CHINESE BANKING CORPORATION LIMITED


Facility Agreement

CITIGROUP GLOBAL MARKETS ASIA LIMITED

By: /s/ Benjamin Ng Name: Benjamin Ng Title: Managing Director

Facility Agreement

LEHMAN BROTHERS FINANCE ASIA PTE. LTD.

By: /s/ Philip Chow Name: Philip Chow Title: Director

Facility Agreement

MERRILL LYNCH INTERNATIONAL BANK LTD (MERCHANT BANK )

By: /s/ Andrew Chan Name: Andrew Chan

Title: Managing Director

Chief Administrative Officer Pacific Rim, Global Wealth Management

Facility Agreement

SUMITOMO MITSUI BANKING CORPORATION

By: /s/ Rajeev Rannan Name: Rajeev Rannan

Title: Deputy General Manager Structured Finance Asia Pacific

By: /s/ Chow Ving Hoong Name: Chow Ving Hoong

Title: Joint General Manager Debt Capital Markets

Facility Agreement

MALAYAN BANKING BERHAD


Facility Agreement

STANDARD CHARTERED BANK

By: : /s/ Authorized Signatory Name: Authorized Signatory

Facility Agreement

THE ROYAL BANK OF SCOTLAND PLC

By: /s/ Se Li Shien Name: Se Li Shien

Facility Agreement

CALYON

By: /s/ John Tai Name: John Tai

Title: Senior Banker Corporate Coverage

By: /s/ Eddy Tee Name: Eddy Tee

Title: Associate Director Corporate Coverage

Facility Agreement

THE BANK OF NOVA SCOTIA ASIA LIMITED

By: /s/ Claude D. Morin Name: Claude D. Morin Title: Managing Director & Head

Facility Agreement

The Original Lenders GOLDMAN SACHS FOREIGN EXCHANGE (SINGAPORE) PTE (Company Registration No. 198902983H)


Facility Agreement

DBS BANK LTD.

By: /s/ Tan Teck Long Name: Tan Teck Long

Facility Agreement

UNITED OVERSEAS BANK LIMITED

By: /s/ Lim Chin Hong Name: Lim Chin Hong

Facility Agreement

OVERSEA-CHINESE BANKING CORPORATION LIMITED


Facility Agreement

CITIBANK N.A, SINGAPORE BRANCH


Facility Agreement

LEHMAN BROTHERS FINANCE ASIA PTE. LTD.

By: /s/ Philip Chow Name: Philip Chow Title: Director

Facility Agreement

MERRILL LYNCH INTERNATIONAL BANK LTD (MERCHANT BANK )

By: /s/ Andrew Chan Name: Andrew Chan

Title: Managing Director,

Chief Administrative Officer Pacific Rim Global Wealth Management

Facility Agreement

SUMITOMO MITSUI BANKING CORPORATION

By: /s/ Rajeev Rannan Name: Rajeev Rannan

Title: Deputy General Manager Structured Finance Asia Pacific

By: /s/ Chow Ving Hoong Name: Chow Ving Hoong

Title: Joint General Manager Debt Capital Markets

Facility Agreement

MALAYAN BANKING BERHAD


Facility Agreement

STANDARD CHARTERED BANK


Facility Agreement

THE ROYAL BANK OF SCOTLAND PLC, SINGAPORE BRANCH

By: /s/ Se Li Shien Name: Se Li Shien

CALYON

By: /s/ John Tai Name: John Tai Title: Senior Banker, Corporate Coverage By: /s/ Eddy Tee Name: Eddy Tee Title: Associate Director, Corporate Coverage Facility Agreement

Facility Agreement

THE BANK OF NOVA SCOTIA SINGAPORE BRANCH

By: /s/ Cheong Seng Hwa Benny Name: Cheong Seng Hwa Benny Title: Vice President & Branch Manager

The Agent DBS BANK LTD.

Facility Agreement

Address: 6 Shenton Way DBS Building Tower One #31-00 Singapore 068809

Fax No: (65) 6324 4427

Attention: Noor Azizah Ador/Anne Lim Sze Pheng By: /s/ Mildred Seow Slok Eng Name: Mildred Seow Slok Eng Title: Senior Vice Presidenr

The Technical Bank DBS BANK LTD.

Facility Agreement


Fax No: (65) 6324 4427

Attention: Noor Azizah Ador/Anne Lim Sze Pheng By: /s/ Bernard Lim Boon Seng Name: Bernard Lim Boon Seng

The Security Trustee DBS BANK LTD.

Facility Agreement


Fax No: (65) 6324 4427

Attention: Noor Azizah Ador/Anne Lim Sze Pheng By: /s/ Tan Teck Long Name: Tan Teck Long

Exhibit 10.60

Dated 28 December 2007


as Sponsor

and

SANDS MAURITIUS HOLDINGS

MBS HOLDINGS PTE. LTD.

as HoldCo

MARINA BAY SANDS PTE. LTD.

as Borrower

and

DBS BANK LTD.

acting as Security Trustee

SPONSOR SUPPORT AGREEMENT relating to the Integrated Resort at Marina Bay, Singapore

ALLEN & GLEDHILL LLP ONE MARINA BOULEVARD #28-00 SINGAPORE 018989

TABLE OF CONTENTS

THE SCHEDULES

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CLAUSE PAGE 1. DEFINITIONS AND INTERPRETATION 1 2. SPONSOR AND HOLDCO FINANCING CONTRIBUTIONS 9 3. PROJECT UNDERTAKINGS 10 4. DEFECTS IN PURCHASE 12 5. RANKING 12 6. UNDERTAKINGS OF THE BORROWER 13 7. UNDERTAKINGS OF HOLDCO 13 8. UNDERTAKINGS OF THE SPONSOR 14 9. PERMITTED JUNIOR PAYMENTS 15 10. TURNOVER 15 11. SUBORDINATION ON INSOLVENCY 17 12. CONSENTS 19 13. PROTECTION OF SUBORDINATION 19 14. NO RIGHTS IN FAVOUR OF HOLDCO OR SPONSOR 21 15. POWER OF ATTORNEY 22 16. SPONSOR AND HOLDCO REPRESENTATIONS 22 17. PAYMENTS AND TAXES 24 18. CALCULATIONS AND CERTIFICATES 25 19. EXPENSES AND STAMP DUTY 25 20. DURATION 26 21. CHANGES TO THE PARTIES 26 22. SENIOR CREDITORS’ RIGHTS AND LIABILITIES 29 23. NOTICES 29 24. MISCELLANEOUS 31 25. GOVERNING LAW 32 26. ENFORCEMENT 32

SCHEDULE PAGE Schedule 1 Form of Resignation Letter 34 Schedule 2 Form of Notice to Intermediate Holdco 35

THIS AGREEMENT is dated 28 December 2007 and made between:

BACKGROUND

IT IS AGREED as follows:

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(1) LAS VEGAS SANDS CORP. , a Nevada corporation with corporate identification number C21244-2004 (the “ Sponsor ”);

(2) SANDS MAURITIUS HOLDINGS (“ Mauritius Holdco ”), registration number 58280C1/GBL and MBS HOLDINGS PTE. LTD. (“ Singapore HoldCo ”), registration number 200717802N (the “ Original HoldCos ”);

(3) MARINA BAY SANDS PTE. LTD. , registration number 200507292R (the “ Borrower ”); and

(4) DBS BANK LTD. as security trustee for the Secured Parties (the “ Security Trustee ”).

(A) The Borrower has entered into the relevant Commercial Documents with the Singapore Tourism Board pursuant to which the Borrower shall implement the Integrated Resort Project.

(B) The Borrower has entered into the Senior Finance Documents with, amongst others, the Security Trustee and the Secured Parties pursuant to which the Secured Parties have agreed, subject to the terms and conditions of the Senior Finance Documents, to make available to the Borrower specified facilities to finance and refinance certain costs and existing facilities relating to the Integrated Resort Project.

(C) This is the “Sponsor Support Agreement” referred to in the Senior Facility Agreement. It is a condition precedent to the availability of funding under the Senior Finance Documents that the Parties enter into this Agreement.

(D) The Borrower has entered into the Intercreditor Agreement with, amongst others, the Security Trustee and the Secured Parties, pursuant to which the Secured Parties have appointed the Security Trustee as their security trustee to act on their behalf under the terms of the Senior Finance Documents.

(E) The Security Trustee holds the benefits of this Agreement on trust for the Secured Parties on the terms of the Senior Finance Documents.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, except to the extent that the context requires otherwise:

“ Acceleration Notice ” means any notice given by the Agent under Clause 27.17 ( Acceleration ) of the Facility Agreement.

“ Borrower Shares ” means the ordinary shares or Designated RPS in the capital of the Borrower.

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“ Debt ” means any Senior Debt or Junior Debt.

“ Discharge ” means, in relation to the Senior Debt, all the Senior Debt (other than contingent indemnification obligations, except those counter-indemnity obligations that relate to the Bank Guarantees or any guarantee, bonding or documentary letter of credit (including standby and commercial letters of credit) issued under the Ancillary Facilities) has been fully paid, repaid or prepaid or discharged and all commitments of the Secured Parties in respect of the Senior Debt have expired or been cancelled.

“ Dispute ” means any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement).

“ Expenses ” means all outgoings and sums (including Project Costs) which are or are to be paid or incurred by the Borrower in respect of the Integrated Resort Project prior to the Completion Date or which are or are to be incurred by the Borrower in order to ensure the Completion Date occurs (in each case, whether payable prior to, on or after the Completion Date) provided that “ Expenses ” shall not include:

(a) after the exercise by the Security Trustee of its power of sale under the Security Documents, any interest accruing on the Loan Liabilities; and

(b) after the delivery of an Acceleration Notice, such part of any default interest accruing on the Loan Liabilities that represents the default margin of two per cent. referred to in Clause 13.3 ( Default interest ) of the Senior Facility Agreement.

“ HoldCo Financing Contributions ” means the amounts to be subscribed, on-lent or otherwise contributed by HoldCo to the Borrower pursuant to the terms of Clauses 2.2 (HoldCo Financing Contributions) .

“ HoldCo Junior Debt ” means all present and future moneys, debts and liabilities due, owing or incurred by the Borrower to HoldCo (in each case, where in contract or otherwise, whether actually or contingently), including, without limitation, in HoldCo’s capacity as a holder of Borrower Shares or as having provided HoldCo Financing Contributions or HoldCo Project Contributions provided that “HoldCo Junior Debt” shall not include trade payables due, owing or incurred by the Borrower to HoldCo.

“ HoldCo ” means, whether acting individually or together, the Original HoldCos, unless, in relation to Mauritius HoldCo, it has ceased to be a HoldCo in accordance with Clause 21 ( Changes to the Parties ).

“ HoldCo Project Contributions ” means the amounts to be subscribed, on-lent or otherwise contributed by HoldCo to the Borrower pursuant to the terms of Clause 3.2 ( HoldCo Project Contributions ).

“ HoldCo Shares ” means the ordinary shares or redeemable preference shares in the capital of HoldCo.

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“ Initial HoldCo Shareholding ” means, in respect of the Sponsor, 800,000,001 HoldCo Shares which have been or will be subscribed for by the Intermediate HoldCo that directly owns HoldCo.

“ Initial Sponsor Equity Contribution ” means, in respect of the Sponsor:

(a) the amount paid or to be paid by the Sponsor for its Initial HoldCo Shareholding; and

(b) the amount of Sponsor Junior Debt paid or to be paid by the Sponsor to HoldCo,

being at least S$800,000,000 in aggregate.

“ Intermediate HoldCo ” means any intermediate Holding Company of the Borrower, placed between the Sponsor and HoldCo.

“ Intermediate HoldCo Notice ” means a notice substantially in the form set out in Schedule 2 ( Form of Notice to Intermediate HoldCo ).

“ Junior Debt ” means HoldCo Junior Debt and Sponsor Junior Debt.

“ Junior Debt Recoveries ” means the aggregate of all moneys and other assets received or recovered (whether by way of payment, repayment, prepayment, distribution, redemption, purchase or defeasance, in cash or in kind or the exercise of any set-off or otherwise) from time to time by HoldCo, any Intermediate HoldCo or the Sponsor under or in connection with any Junior Debt, except for any Permitted Junior Payments.

“ Junior Finance Document ” means any documents, agreements and instruments evidencing any Junior Debt.

“ Losses ” means costs, liabilities, expenses, damages or losses.

“ Permitted Junior Payments ” means the payments, receipts and set-offs permitted by Clause 9 ( Permitted Junior Payments ).

“ Party ” means a party to this Agreement.

“ Project Support Termination Date ” means the earlier of:

(a) the date that the Senior Debt is Discharged; and

(b) the later of:

(i) the Total Construction Costs Termination Date; and

(ii) the Completion Date.

“ Receiver ” means an administrative receiver, receiver and manager or other receiver appointed by the Security Trustee (whether appointed pursuant to the Security Documents, pursuant to any statute, by a court or otherwise).

“ Resignation Letter ” means a letter substantially in the form set out in Schedule 1 ( Form of Resignation Letter ).

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“ Senior Debt ” means Loan Liabilities.

“ Senior Facility Agreement ” means the S$5,442,604,530 Senior Facility Agreement dated on or about the date of this Agreement, between, amongst others, the Borrower, the Security Trustee and the Secured Parties.

“ Senior Finance Documents ” means the Finance Documents, each as defined in the Senior Facility Agreement.

“ Sponsor Financing Contributions ” means, in respect of the Sponsor, the aggregate of the Sponsor’s direct and/or indirect equity and/or subordinated debt contributions made pursuant to Clause 2.1 ( Sponsor Financing Contributions ).

“ Sponsor Junior Debt ” means all present and future moneys, debts and liabilities due, owing or incurred by HoldCo to any Intermediate HoldCo or the Sponsor (whether in contract or otherwise and whether actually or contingently), including, without limitation, in that Intermediate HoldCo’s capacity as a holder of HoldCo Shares (or in the Sponsor’s capacity as an indirect holder of HoldCo Shares through an Intermediate HoldCo) or as having provided Sponsor Financing Contributions or Sponsor Project Contributions provided that “Sponsor Junior Debt” shall not include trade payables due, owing or incurred by Holdco to any Intermediate HoldCo or the Sponsor.

“ Sponsor Project Contributions ” means, in respect of the Sponsor, the aggregate of the Sponsor’s direct and/or indirect equity and/or subordinated debt contributions made pursuant to Clause 3.1 ( Sponsor Project Undertakings ).

1.2 Senior Facility Agreement terms

Unless a contrary indication appears, the following words and expressions defined in the Senior Facility Agreement have the same meanings in this Agreement:

(a) Affiliates;

(b) Agent;

(c) Ancillary Facility;

(d) Ancillary Lender;

(e) Authorisation;

(f) Bank Guarantee;

(g) Borrower Financing Contribution;

(h) Business Day;

(i) cash cover;

(j) Closing Date;

(k) Commercial Documents;

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(l) Completion Date;

(m) Construction Programme;

(n) Cure Period;

(o) Default;

(p) Designated RPS;

(q) Facilities;

(r) Facility A Loan;

(s) Facility B Loan;

(t) Facility C Lender;

(u) Facility D Loan;

(v) Facility D Rollover Loan;

(w) Financing Contributions Account;

(x) First Utilisation Date;

(y) Force Majeure Event;

(z) Funding Shortfall Account;

(aa) Funding Shortfall Amount;

(bb) Governmental Agency;

(cc) Guarantee;

(dd) Holding Company;

(ee) Intercreditor Agreement;

(ff) Integrated Resort Project;

(gg) Interest Period;

(hh) Lenders’ Construction Consultant;

(ii) Lenders’ Consultants;

(jj) Liabilities;

(kk) Loan;

(ll) Majority Lenders;

(mm) Material Adverse Effect;

(nn) Milestones;

(oo) Operating Commencement Date;

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(pp) Permitted Corporate Restructuring;

(qq) Project Costs;

(rr) Project Utilisations;

(ss) Relevant Construction Officer;

(tt) Relevant Event of Default;

(uu) Secured Party;

(vv) Security;

(ww) Security Documents;

(xx) Singapore Dollars;

(yy) Subsidiary;

(zz) Swingline Rollover Loan;

(aaa) Technical Bank;

(bbb) Termination Date;

(ccc) Total Construction Costs Termination Date;

(ddd) Total Financing Contributions;

(eee) Transaction Documents;

(fff) Transfer Date;

(ggg) Utilisation Date;

(hhh) Utilisation Request; and

(iii) Winding-up.

1.3 Intercreditor Agreement terms

Unless a contrary indication appears, “Loan Liabilities” as defined in the Intercreditor Agreement has the same meaning in this Agreement.

1.4 Interpretation

(a) Unless a contrary indication appears, any reference in this Agreement to:

(i) the “ Sponsor ”, “ HoldCo ”, the “ Borrower ”, the “ Agent ”, any “ Lender ”, any “ Secured Party ” or the “ Security Trustee ”, shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(ii) an agreement includes a deed and instrument;

(iii) an agreement, document or instrument is a reference to it as amended, novated, supplemented, extended, restated (however fundamentally and whether or not

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more onerous) or replaced and includes any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any agreement, document or instrument;

(iv) an “ amendment ” includes a supplement, novation, replacement, assignment or re-enactment (and “amended” shall be construed accordingly);

(v) “ assets ” includes present and future properties, revenues and rights of every description;

(vi) a “ judgment ” includes any order, injunction, determination, award or other judicial or arbitral measure in any jurisdiction;

(vii) a “ law ” includes common or customary law and any constitution, decree, judgment, legislation, order, ordinance, regulation, statute, treaty or other legislative measure, in each case of any jurisdiction whatsoever (and “ lawful ” and “ unlawful ” shall be construed accordingly);

(viii) any “ obligation ” of any person under this Agreement or any other agreement or document shall be construed as a reference to an obligation expressed to be assumed by or imposed on it under this Agreement or, as the case may be, that other agreement or document (and “ due ”, “ owing ”, “ payable ” and “ receivable ” shall be similarly construed);

(ix) a “ person ” includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing;

(x) “ regulation ” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(xi) the Borrower “ repaying ” or “ prepaying ” a Bank Guarantee or an Ancillary Facility means (and “ repaid ” or “ prepaid ” shall be construed accordingly):

(I) the Borrower providing cash cover for that Bank Guarantee or Ancillary Facility;

(II) the maximum amount payable under the Bank Guarantee or Ancillary Facility being reduced in accordance with its terms; or

(III) the Facility C Lender that issued that Bank Guarantee or, as the case may be, the Ancillary Lender being reasonably satisfied that the Bank Guarantee or, as the case may be, Ancillary Facility has been released, cancelled or terminated and the Facility C Lender has no further liability under that Bank Guarantee or Ancillary Facility,

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and the amount by which a Bank Guarantee or Ancillary Facility is repaid or prepaid under sub-paragraphs (xi)(I) and (xi)(II) above is the amount of the relevant cash cover or reduction;

(xii) “ rights ” includes rights, authorities, discretions, remedies, liberties, powers, easements, quasi-easements and appurtenances (in each case, of any nature whatsoever);

(xiii) a provision of law is a reference to that provision as amended, or re-enacted and includes all laws and official requirements made under or deriving validity from it;

(xiv) a time of day is a reference to Singapore time unless otherwise stated; and

(xv) in computing any period of time under this Agreement the day of the act, event or default from which such period begins to run shall be included.

(b) Clause and Schedule headings are for ease of reference only.

(c) A Default is “ continuing ” if it has not been remedied or waived.

(d) The words “ include ” and “ including ” are to be construed without limitation.

(e) Any payment date which is due to occur, or period which is due to end, or a day that is not a Business Day shall occur or end (as applicable) on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

1.5 Limits on Liability

The Parties intend that their respective rights, obligations and liabilities as provided for in this Agreement shall be exhaustive of the rights, obligations and liabilities between them arising out of or in connection with this Agreement. Accordingly, the remedies expressly stated in this Agreement shall be the sole and exclusive remedies of the Parties for liabilities to one another arising out of or in connection with this Agreement, including any representation, warranty or undertaking given in connection with it, notwithstanding any remedy otherwise available at law or in equity.

1.6 HoldCo

Each of Mauritius HoldCo and Singapore HoldCo declare that, until Mauritius HoldCo has ceased to be a HoldCo in accordance with Clause 21 ( Changes to the Parties ):

(a) the obligations of Mauritius HoldCo and Singapore HoldCo under this Agreement are the joint and several obligations of both Mauritius HoldCo and Singapore HoldCo and that each reference in this Agreement to “HoldCo” shall, unless the context requires otherwise, be construed to be a reference to Mauritius HoldCo and Singapore HoldCo jointly and severally;

(b) it is a principal and original obligor, both as regards each Secured Party and as regards this Agreement; and

the ratio of:

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(c) each Secured Party shall in all circumstances be entitled to treat each of Mauritius HoldCo and Singapore HoldCo as a principal and original obligor under this Agreement notwithstanding that any Secured Party receives notice of any agreement between Mauritius HoldCo and Singapore HoldCo, whereby one of them agrees to undertake the obligations of the other under this Agreement.

2. SPONSOR AND HOLDCO FINANCING CONTRIBUTIONS

2.1 Sponsor Financing Contributions

The Sponsor agrees:

(a) that, by no later than the Utilisation Date of any Facility A Loan, Facility B Loan or Facility D Loan made under the Facilities to finance or refinance Project Costs, it shall (or shall ensure that an Intermediate HoldCo will) pay to HoldCo an amount required at that time to ensure that following:

(i) the on-loan or contribution of such amount by HoldCo to the Borrower pursuant to Clause 2.2 ( HoldCo Financing Contributions ); and

(ii) the making of the relevant Loan under the Facilities,

(I) Project Utilisations to Project Costs incurred to-date shall be not more than 0.75 to 1; and

(II) the aggregate of Sponsor Financing Contributions and Borrower Financing Contributions to Project Costs incurred to-date shall not be less than 0.20 to 1;

(b) that, by no later than the later of 31 December 2007 and the First Utilisation Date, it shall make the Initial Sponsor Equity Contribution; and

(c) that all Losses suffered or incurred by HoldCo and/or (as the case may be) the Borrower as a result of any failure by the Sponsor to fulfil the obligations at the time and in the manner required by this Clause 2.1 will be recoverable from the Sponsor as if it were the sole principal debtor and shall be paid by it on demand.

2.2 HoldCo Financing Contributions

HoldCo agrees to pay to the Borrower the proceeds of all Sponsor Financing Contributions received under this Agreement, such that the requirements set out in Clause 2.1 ( Sponsor Financing Contributions ) are satisfied, by depositing such proceeds into the Financing Contributions Account immediately prior to or concurrently with the funding of the Project Utilisations.

or, in the case of sub-paragraphs (i) and (ii) above, following the occurrence of a Force Majeure Event, such later date as the Agent may agree (subject to the reasonable approval of the Majority Lenders);

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2.3 Equity Contributions

To the extent that any Sponsor Financing Contribution or HoldCo Financing Contribution constitutes equity, HoldCo shall (to the extent required by applicable laws) allot and issue HoldCo Shares, at an aggregate price equal to the Sponsor Financing Contribution or HoldCo Financing Contribution, to the Sponsor (or the relevant Intermediate HoldCo) or (as the case may be) the Borrower shall allot and issue Borrower Shares to HoldCo, and HoldCo or (as the case may be) the Borrower shall register such shares in the relevant name and issue share certificates in respect of them.

3. PROJECT UNDERTAKINGS

3.1 Sponsor Project Undertakings

The Sponsor agrees:

(a) to ensure and procure that the Integrated Resort Project is constructed in accordance with the Finance Documents and the Commercial Documents, and without limiting the foregoing so that:

(i) each Milestone is met; and

(ii) the Operating Commencement Date occurs on or before 31 December 2010,

(b) to pay (or ensure that an Intermediate HoldCo will pay) to HoldCo an amount equal to all Expenses on their respective due dates which are not financed by the Facilities;

(c) to pay (or ensure that an Intermediate HoldCo will pay) to HoldCo an amount equal to any Funding Shortfall Amounts within five Business Days of the Borrower’s receipt of a notice from the Technical Bank to that effect; and

(d) without limiting paragraphs (a) to (c) above, that it shall from time to time on demand by the Security Trustee, pay (or ensure that an Intermediate HoldCo will pay) to HoldCo such amounts as may be necessary to ensure that the Borrower has sufficient funds to:

(i) construct the Integrated Resort Project in accordance with the Finance Documents and the Commercial Documents, and without limiting the foregoing so that:

(I) each Milestone is met; and

(II) the Operating Commencement Date occurs on or before 31 December 2010,

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or, in the case of sub-paragraphs (i)(I) and (i)(II) above, following the occurrence of a Force Majeure Event, such later date as the Agent may agree (subject to the reasonable approval of the Majority Lenders);

(ii) pay all Expenses on their respective due dates which are not financed by the Facilities;

(iii) pay any Funding Shortfall Amounts within five Business Days of the Borrower’s receipt of a notice from the Technical Bank to that effect; and

(iv) where a notice is given by the Agent in accordance with Clause 27.17 ( Acceleration ) of the Senior Facility Agreement, pay any Funding Shortfalls within five Business Days of the Borrower’s receipt of a notice from the Technical Bank to that effect.

3.2 HoldCo Project Contributions

(a) HoldCo agrees to promptly pay to the Borrower the proceeds of all Sponsor Project Contributions received under this Agreement by:

(i) depositing all Sponsor Project Contributions made to finance Expenses (other than Funding Shortfall Amounts or Funding Shortfalls) into the Financing Contributions Account; and

(ii) depositing all Sponsor Project Contributions to finance Funding Shortfall Amounts or Funding Shortfalls into the Funding Shortfall Account within the time periods set forth in this Agreement.

(b) To the extent that any Sponsor Project Contribution or HoldCo Project Contribution constitutes equity, HoldCo shall (to the extent required by applicable laws) allot and issue HoldCo Shares, at an aggregate price equal to the Sponsor Project Contribution or HoldCo Project Contribution, to the Sponsor (or the relevant Intermediate HoldCo) or (as the case may be) the Borrower shall allot and issue Borrower Shares to HoldCo, and HoldCo or (as the case may be) the Borrower shall register such shares in the relevant name and issue share certificates in respect of them.

3.3 Additional Project Undertakings

(a) The obligations of the Sponsor and HoldCo under this Clause 3 are in addition to and are not in any way prejudiced or limited by their respective obligations under Clause 2 ( Sponsor and HoldCo Financing Contributions ).

(b) Nothing in Clause 27.18 ( Cure Period ) of the Senior Facility Agreement shall in any way limit or prejudice the obligations of the Sponsor or HoldCo under this Agreement.

3.4 Limitation on Project Undertakings

Notwithstanding anything contained in this Clause 3, nothing shall oblige the Sponsor to build, repair, rebuild or reinstate (or procure that the Borrower repairs, rebuilds or reinstates)

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or to pay any moneys with respect to any part of the Integrated Resort Project that the Secured Parties have pulled down, rebuilt, altered, added, completed, erected, made or improved in accordance with the exercise by the Security Trustee of its powers under the Mortgage.

4. DEFECTS IN PURCHASE

4.1 Sponsor Undertaking to Pay

If for any reason whatsoever (including, without limitation, the liquidation of HoldCo or the failure of HoldCo to create, issue and allot HoldCo Shares (to the extent required by applicable laws) and/or accept payment in respect of any Sponsor Financing Contribution or Sponsor Project Contribution), the Sponsor does not or cannot make (or ensure the making of) the Sponsor Financing Contribution or Sponsor Project Contribution, the Sponsor shall nevertheless, at the time specified in this Agreement, pay (or ensure that an Intermediate HoldCo pays) to HoldCo (or, in the event of an insolvency of HoldCo or after a notice is given by the Agent in accordance with Clause 27.17 ( Acceleration ) of the Senior Facility Agreement (as the case may be), to such account as the Security Trustee may notify to the Sponsor) the amount that the Sponsor would otherwise have paid by way of Sponsor Financing Contributions or, as the case may be, Sponsor Project Contributions and shall accordingly be relieved of its corresponding obligation to pay under Clause 2.1 ( Sponsor Financing Contributions ) and/or Clause 3.1 ( Sponsor Project Undertakings ) (as the case may be) to the extent of the amount actually paid under this Clause 4.1.

4.2 HoldCo Undertaking to Pay

If for any reason whatsoever (including the liquidation of the Borrower or the failure of the Borrower to create, issue and allot Borrower Shares (to the extent required by applicable laws) and/or accept payment in respect of any HoldCo Financing Contribution or HoldCo Project Contribution), HoldCo does not or cannot provide the HoldCo Financing Contribution or HoldCo Project Contribution, HoldCo shall nevertheless, at the time specified in this Agreement, pay (or procure payment) to the Borrower (or in the event of an insolvency of the Borrower or after a notice is given by the Agent in accordance with Clause 27.17 ( Acceleration ) of the Senior Facility Agreement (as the case may be), to such account as the Security Trustee may notify to HoldCo) the amount that HoldCo would otherwise have paid by way of HoldCo Financing Contribution or, as the case may be, HoldCo Project Contribution and shall accordingly be relieved of its corresponding obligation to pay under Clause 2.2 ( HoldCo Financing Contributions ) and Clause 3.2 ( HoldCo Project Contributions ) (as the case may be) to the extent of the amount actually paid under this Clause 4.2.

5. RANKING

(a) Unless expressly provided to the contrary in this Agreement, the Debt shall rank in right and priority of payment in the following order:

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(i) first , the Senior Debt, pari passu between itself; and

(ii) second , the Junior Debt.

(b) This Agreement does not purport to rank any of the Junior Debt as between itself.

6. UNDERTAKINGS OF THE BORROWER

Until the Senior Debt is Discharged, the Borrower shall not, except with the prior consent of the Security Trustee (acting on the instructions of the Majority Lenders (such instructions not to be unreasonably withheld)):

(a) pay, repay or prepay any principal, interest (provided that interest (i) may accrue and (ii) may be evidenced by any instrument which constitutes Junior Debt and such instrument may be issued to HoldCo) or other amount on or in respect of, or make any distribution in respect of (or on account of), or redeem, purchase or defease, any HoldCo Junior Debt in cash or in kind, except for Permitted Junior Payments;

(b) exercise any set-off against any HoldCo Junior Debt, except to the extent that payment of such HoldCo Junior Debt would constitute a Permitted Junior Payment;

(c) create or permit to subsist any Security over any of its assets, or give any Guarantee or (save as permitted by the Facility Agreement) other assurance against financial loss for, or in respect of, any HoldCo Junior Debt; or

(d) take or omit to take any action whereby the ranking and/or subordination contemplated by this Agreement may be impaired or otherwise altered.

7. UNDERTAKINGS OF HOLDCO

Until the Senior Debt is Discharged, HoldCo shall not, except with the prior consent of the Security Trustee (acting on the instructions of the Majority Lenders (such instructions not to be unreasonably withheld)):

(a) demand or receive payment, repayment or prepayment of any principal, interest (provided that interest (i) may accrue and (ii) may be evidenced by any instrument which constitutes Junior Debt and such instrument may be issued to HoldCo) or other amount on or in respect of (or on account of), or make any distribution in respect of (or on account of), or redeem, purchase or defease, any Sponsor Junior Debt in cash or in kind from any person or apply any money or assets in discharge of any Sponsor Junior Debt, except for Permitted Junior Payments;

(b) exercise any set-off against any HoldCo Junior Debt, except to the extent that payment of such HoldCo Junior Debt would constitute a Permitted Junior Payment;

(c) create or permit to subsist or receive any Security or receive any Guarantee or (save as permitted by the Facility Agreement) other assurance against financial loss for, or in respect of, any HoldCo Junior Debt;

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(d) accelerate any HoldCo Junior Debt, otherwise declare any HoldCo Junior Debt to be prematurely due and payable or enforce any HoldCo Junior Debt by execution or otherwise except to the extent such acceleration would constitute a Permitted Junior Payment under paragraph (b) of Clause 9 ( Permitted Junior Payments );

(e) take or omit to take any action whereby the ranking and/or subordination contemplated by this Agreement may be impaired or otherwise altered;

(f) initiate or pursue any insolvency proceedings against the Borrower;

(g) take any action against the Borrower to recover the HoldCo Junior Debt other than as permitted pursuant to the terms of this Agreement; or

(h) pay, repay or prepay any principal, interest or other amount on or in respect of, or make any distribution in respect of (or on account of), or redeem, purchase or defease, any Sponsor Junior Debt in cash or in kind, except for Permitted Junior Payments.

8. UNDERTAKINGS OF THE SPONSOR

(a) Until the Senior Debt is Discharged, the Sponsor shall not (and shall ensure that no Intermediate HoldCo will) (except with the prior consent of the Security Trustee acting on the instructions of the Majority Lenders (such instructions not to be unreasonably withheld)):

(i) demand or receive payment, repayment or prepayment of any principal, interest (provided that interest (A) may accrue and (B) may be evidenced by any instrument which constitutes Junior Debt which instrument may be issued to the Sponsor or an Intermediate HoldCo) or other amount on or in respect of (or on account of) any Sponsor Junior Debt in cash or in kind from any person or apply any money or assets in discharge of any Sponsor Junior Debt, except for Permitted Junior Payments;

(ii) exercise any set-off against any Sponsor Junior Debt, except to the extent that payment of such Sponsor Junior Debt would constitute a Permitted Junior Payment;

(iii) create or permit to subsist or receive any Security or receive any Guarantee or (save as permitted by the Facility Agreement) other assurance against financial loss for, or in respect of, any Sponsor Junior Debt;

(iv) accelerate any Sponsor Junior Debt, otherwise declare any Sponsor Junior Debt to be prematurely due and payable or enforce any Sponsor Junior Debt by execution or otherwise except to the extent such acceleration would constitute a Permitted Junior Payment under paragraph (b) of Clause 9 ( Permitted Junior Payments );

(v) take or omit to take any action whereby the ranking and/or subordination contemplated by this Agreement may be impaired or otherwise altered;

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(vi) initiate or pursue any insolvency proceedings against the HoldCo, any Intermediate HoldCo or the Borrower; or

(vii) take any action against the HoldCo or any Intermediate HoldCo to recover the Sponsor Junior Debt or, on behalf of HoldCo or any Intermediate HoldCo, take any action against the Borrower to recover the HoldCo Junior Debt, other than as permitted pursuant to the terms of this Agreement.

(b) The Sponsor shall, on the date of this Agreement in relation to each existing Intermediate HoldCo and forthwith upon each Intermediate HoldCo coming into existence after the date of this Agreement, give to each Intermediate HoldCo notice of this Agreement substantially in the form set out in Schedule 2 ( Form of Notice to Intermediate HoldCo ) (or in such other form as the Security Trustee and the Sponsor may reasonably agree) and shall ensure that each Intermediate HoldCo signs and returns the form of acknowledgement requested under that notice within 30 days of the date of that notice. Nothing in this Agreement shall restrict the Sponsor from organising or reorganising any Intermediate HoldCo.

9. PERMITTED JUNIOR PAYMENTS

Notwithstanding anything to the contrary contained in this Agreement (including without limitation, Clause 6 ( Undertakings of the Borrower ), Clause 7 (Undertakings of HoldCo ) and Clause 8 ( Undertakings of the Sponsor ), the Borrower or, as the case may be, HoldCo, may make payment and HoldCo or, as the case may be, the Sponsor (and any relevant Intermediate HoldCo) may receive payment, in respect of the HoldCo Junior Debt or, as the case may be, any Sponsor Junior Debt, to the extent that such payment is made in accordance with:

(a) paragraph (d) of Clause 26.16 ( Restricted payments ), paragraphs (c), (m) and (p) of Clause 26.17 ( Arm’s length terms ) or paragraph (m)(ii) of Clause 26.12 ( Accounts ), in each case, of the Senior Facility Agreement;

(b) Clause 11.2 ( Filing of Claims ) after the occurrence of an event described in Clause 11.1 ( Subordination Events ); or

(c) Clause 14.1 ( Preservation of Junior Debt ).

10. TURNOVER

10.1 General Turnover Provisions

Each of Holdco, the Intermediate HoldCos and the Sponsor shall be entitled to receive any Permitted Junior Payment, provided that if HoldCo, any Intermediate HoldCo or the Sponsor receives a payment (including by way of set-off) or distribution in cash or in kind of, or on account of, any of the HoldCo Junior Debt or, as the case may be, any Sponsor Junior Debt, contrary to the provisions of Clauses 5 ( Ranking ) to 9 ( Permitted Junior Payments ) hereof, then HoldCo and (in relation to itself and any Intermediate HoldCo) the Sponsor, shall:

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(a) within five Business Days notify details of the receipt or recovery to the Security Trustee;

(b) hold (and the Sponsor shall ensure that each Intermediate HoldCo will hold) any such assets and moneys received or recovered by it on trust for the Security Trustee for application in accordance with Clause 2.1 ( Order of application ) of the Intercreditor Agreement; and

(c) pay (and the Sponsor shall ensure that each Intermediate HoldCo will pay) an amount equal to such receipt or recovery to the Security Trustee for application in accordance with Clause 2.1 ( Order of application ) of the Intercreditor Agreement,

provided that nothing in this Clause 10.1 shall create or be deemed to create a security interest for the purposes of this Agreement.

10.2 Further Security

If, notwithstanding the provisions of paragraph (c) of Clause 6 ( Undertakings of the Borrower ), paragraph (c) of Clause 7 ( Undertakings of Holdco ) or paragraph (a)(iii) of Clause 8 ( Undertakings of the Sponsor ), any further Security over, or other arrangement relating to, the assets of, or any interest in, the Borrower or HoldCo is constituted for the benefit of HoldCo or the Sponsor (or any Intermediate HoldCo), where HoldCo or, as the case may be, the Sponsor (or any Intermediate HoldCo) receives, otherwise than in accordance with the terms of this Agreement, the benefit of such Security or other arrangement, HoldCo and (in relation to itself and any Intermediate HoldCo) the Sponsor shall notify the Security Trustee (who shall, as soon as reasonably practicable following receipt of such notification, notify each Secured Party, the Borrower and HoldCo) and the relevant Security shall (and where the Security is constituted for benefit of any Intermediate HoldCo, the Sponsor shall ensure that the relevant Security will) forthwith be held on trust for the benefit of all Secured Parties upon and subject to the terms and conditions of the Intercreditor Agreement.

10.3 Transfer of Distributions

Following receipt by HoldCo, any Intermediate HoldCo or the Sponsor (as the case may be) of any sum from the Borrower or HoldCo (whether directly or indirectly) otherwise than in accordance with the terms of this Agreement, each of HoldCo and the Sponsor (as the case may be) will at its own expense do (and shall ensure that each Intermediate HoldCo will do) all such things required to transfer to the Security Trustee all payments and distributions which must be turned over or held in trust in accordance with this Agreement and will pay all costs and stamp duties in connection with those transfers.

10.4 Failure of Trust

If for any reason, a trust in favour of, or a holding of property or other assets for, the Secured Parties under the Intercreditor Agreement is, becomes or is deemed to be, invalid

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or unenforceable, HoldCo, any Intermediate HoldCo or the Sponsor, which is otherwise obliged to hold any amounts on such trust will pay and deliver (or, in the case of an Intermediate HoldCo, the Sponsor shall ensure that the Intermediate HoldCo will pay and deliver) to the Security Trustee an amount equal to the payment, receipt or recovery in cash or, if in kind, the value conferred which it would otherwise have been bound to hold on trust for or as property of the Secured Parties.

11. SUBORDINATION ON INSOLVENCY

11.1 Subordination Events

Until the Senior Debt is Discharged, if:

(a) any resolution is passed or order made for the winding-up, liquidation, dissolution or administration of either the Borrower or HoldCo;

(b) either the Borrower or HoldCo assigns its assets for the benefit of its creditors or enters into any arrangement or composition for the benefit of (or a particular type of) its creditors, or a moratorium is agreed or declared in respect of any of its indebtedness;

(c) either the Borrower or HoldCo becomes subject to any insolvency, bankruptcy, reorganisation, receivership or administration (whether relating to all or only some of its assets and whether or not resulting from the enforcement of any of the Security Documents), liquidation, dissolution or other similar proceeding whether voluntary or involuntary (and whether or not involving insolvency);

(d) either the Borrower or HoldCo becomes subject to any mandatory distribution of its assets or has a Receiver appointed with respect to any of its assets (whether or not resulting from the enforcement of the Security Documents); or

(e) an analogous event to any of the foregoing occurs in any country or territory in which either the Borrower or HoldCo is incorporated or carries on any business,

then the following provisions of this Clause 11 shall apply.

11.2 Filing of Claims

While any of the circumstances set out in Clause 11.1 ( Subordination Events ) is subsisting:

(a) the Junior Debt (without prejudice to any other provisions of this Agreement having the effect of subordinating the Junior Debt) shall be subordinate in right of payment to the Senior Debt;

(b) the Security Trustee may (acting on the instructions of the Majority Lenders), and is irrevocably authorised on behalf of HoldCo and the Sponsor (and the Sponsor shall promptly ensure that each Intermediate HoldCo shall authorise the Security Trustee) to:

11.3 Distributions

While any of the circumstances mentioned in Clause 11.1 ( Subordination Events ) is subsisting:

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(i) claim, enforce and prove for the Junior Debt;

(ii) file claims and proofs, give receipts and take all such proceedings in respect of filing such claim or proof and do all such things as the Security Trustee reasonably considers necessary to recover the Junior Debt; and

(iii) receive all distributions of the Junior Debt for application in accordance with Clause 2.1 ( Order of application ) of the Intercreditor Agreement; and

(c) if and to the extent that the Security Trustee is not entitled to take any action set out in paragraph (b) above then each of HoldCo and the Sponsor shall (and the Sponsor shall ensure that each Intermediate HoldCo will) do so in good time if so requested by the Security Trustee.

(a) each of Holdco and the Sponsor shall (and the Sponsor shall ensure that each Intermediate HoldCo will) hold all amounts in cash or in kind, received (and any rights to receive such distributions) by it from the Borrower or, as the case may be, HoldCo during the subsistence of such circumstances in respect of the Junior Debt in trust for the Secured Parties in accordance with Clause 10.1 ( General Turnover Provisions );

(b) each of Holdco and the Sponsor shall (and the Sponsor shall ensure that each Intermediate HoldCo will) pay such amounts referred to in paragraph (a) above (or, if in kind, an amount equal to the value conferred, or, in the case of a set-off, pay the equivalent amount) on demand to the Security Trustee for application in accordance with Clause 2.1 ( Order of application ) of the Intercreditor Agreement;

(c) each of Holdco and the Sponsor shall (and the Sponsor shall ensure that each Intermediate HoldCo will) direct the trustee in bankruptcy, liquidator, assignee or other person distributing the assets of the Borrower or, as the case may be, HoldCo or the proceeds of the assets of the Borrower or, as the case may be, HoldCo, to pay distributions or amounts payable in respect of the Junior Debt directly to the Security Trustee; and

(d) each of Holdco and the Sponsor will notify the Security Trustee of the receipt of any distribution or right referred to in paragraph (a) above and will in addition give all such notices and do all such things as the Security Trustee may reasonably request to give effect to this Clause 11.3.

12. CONSENTS

Neither HoldCo nor the Sponsor shall have (and the Sponsor shall ensure that no Intermediate HoldCo will exercise) any remedy against any Secured Party solely by reason of:

which breaches or causes an event of default or potential event of default (however described) under any Junior Finance Document, provided that nothing in this Clause 12 shall affect the rights of HoldCo or the Sponsor against the Borrower after the Senior Debt is Discharged. Neither HoldCo nor the Sponsor may (and the Sponsor shall ensure that no Intermediate HoldCo will) object to any such matter by reason of any provision of any Junior Finance Document.

13. PROTECTION OF SUBORDINATION

13.1 Continuing obligations

At any time before the Senior Debt is Discharged, the obligations and liabilities of the Sponsor, HoldCo and the Borrower in this Agreement shall, subject to Clause 20 ( Duration ), constitute a continuing security and benefit to the ultimate balance of the Senior Debt regardless of any intermediate payment or discharge of the Senior Debt in whole or in part.

13.2 Waiver of defences

The obligations and liabilities of the Borrower, HoldCo and the Sponsor under this Agreement shall not be affected by any act, omission, matter or thing which, but for this provision, would reduce, release or prejudice such obligations and liabilities or the subordination of any of those obligations in whole or in part, including without limitation:

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(a) the entry by any of them into any Senior Finance Document, or any other agreement entered into in connection with any Senior Finance Document between any Secured Party and the Borrower;

(b) any waiver or consent made or given in connection with any Senior Finance Document or any other agreement entered into in connection with any Senior Finance Document; or

(c) any requirement or condition imposed by or on behalf of any Secured Party on the Borrower under any Senior Finance Document, or such other agreement entered into in connection with any Senior Finance Document,

(a) any time, indulgence, concession, waiver or consent granted to, or composition with the Borrower, HoldCo, any other Obligor, the Sponsor or other person;

(b) the taking, existence, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Borrower, HoldCo, any other Obligor, the Sponsor or other person or

13.3 Immediate recourse

Each of the Sponsor and HoldCo waives (and the Sponsor shall ensure that each Intermediate HoldCo will waive and not exercise) any right it may have of first requiring the Security Trustee (or any Receiver, trustee or agent on its behalf) or any other Secured Party to proceed against or enforce any other right or Security or claim payment from any

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any non-presentation or non-observance of any formality or other requirements in respect of any instrument or any failure to realise the full value of any security;

(c) the making or absence of any demand on the Borrower, HoldCo, any other Obligor, the Sponsor or any other person for payment or (as the case may be) performance;

(d) any incapacity or lack of powers, authority or legal personality of or dissolution or change in the members or status of the Borrower, HoldCo, any other Obligor, the Sponsor or any other person;

(e) the failure of any of the Borrower, HoldCo, any other Obligor or the Sponsor to perform any of its obligations under any of the Transaction Documents;

(f) the enforcement or absence of enforcement of any of the Transaction Documents;

(g) the Winding-up of the Borrower, HoldCo, any other Obligor, the Sponsor or any other person, or any step being taken for any such Winding-up;

(h) any amendment, supplement or variation to:

(i) this Agreement (except to the extent of such amendment, supplement or variation); or

(ii) any other Transaction Document or any other charge, guarantee or security provided in connection with the Transaction Documents;

(i) any unenforceability, illegality or invalidity of or any defect in any provision of any Transaction Document or any other document or security, such that the obligations of each of the Borrower, HoldCo and the Sponsor under this Agreement shall remain in full force and its obligations be construed accordingly, as if there were no unenforceability, illegality or invalidity.

(j) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or Security over assets of the Borrower or other person under the Transaction Documents or any other document or Security or otherwise or any non-presentment or non-observance of any formality or other requirement in respect of any instruments or any failure to realise the full value of any Security; or

(k) any unenforceability, illegality or invalidity of any obligation of the Borrower or Security under any Transaction Document or any other document or Security.

person before claiming the benefit of this Agreement. This waiver applies irrespective of any law or any provision of a Junior Finance Document to the contrary.

13.4 Deferral of HoldCo’s and Sponsor’s rights

Until the Senior Debt is Discharged and unless the Security Trustee otherwise directs, each of HoldCo and the Sponsor will not (and the Sponsor shall ensure that each Intermediate HoldCo will not) exercise any rights which it may have by reason of performance by it of its obligations under this Agreement:

13.5 Additional Security

This Agreement is in addition to and is not in any way prejudiced by any Guarantee or Security now or subsequently held by any Secured Party.

14. NO RIGHTS IN FAVOUR OF HOLDCO OR SPONSOR

14.1 Preservation of Junior Debt

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(a) to be indemnified by any other Material Project Party;

(b) to claim any contribution from any guarantor of any Material Project Party’s obligations under the Senior Finance Documents; and/or

(c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Secured Parties under the Senior Finance Documents or of any other guarantee or Security taken pursuant to, or in connection with, the Senior Finance Documents by any Secured Party.

(a) Notwithstanding any term of this Agreement postponing, subordinating or preventing the payment of all or any part of the Junior Debt, the relevant Junior Debt shall, as between the Borrower and HoldCo or HoldCo and the Sponsor (or any Intermediate HoldCo), be deemed to remain owing or due and payable (and interest, default interest or indemnity payments shall continue to accrue) in accordance with the Junior Finance Documents.

(b) If HoldCo or the Sponsor (or any Intermediate HoldCo), as applicable, is obliged to pay any Junior Debt Recoveries to the Security Trustee in accordance with Clause 10 ( Turnover ) or Clause 11 ( Subordination on Insolvency ), as between the Borrower and Holdco or, as the case may be, HoldCo and the Sponsor (or any Intermediate HoldCo), and subject to Clause 13.4 ( Deferral of HoldCo’s and Sponsor’s rights ):

(i) the Borrower or, as the case may be, HoldCo shall indemnify HoldCo or, as the case may be, the Sponsor or the relevant Intermediate HoldCo (to the extent of its liability for the relevant amount so paid) for any costs, liabilities and expenses incurred by it as a result of it having to make that payment; and

(ii) the Junior Debt will be deemed not to have been reduced or discharged in any way or to any extent by the relevant payment, distribution, proceeds or other discharge.

14.2 No liability

No Secured Party will be liable to the Borrower, HoldCo, the Sponsor or any Intermediate HoldCo for:

15. POWER OF ATTORNEY

15.1 Appointment

Each of HoldCo and the Sponsor by way of security irrevocably appoints the Security Trustee as its attorney (with full power of substitution), on its behalf and in its name or otherwise, at such time until the Senior Debt is Discharged and in such manner as the attorney thinks fit, after a notice is given by the Agent in accordance with Clause 27.17 ( Acceleration ) of the Senior Facility Agreement, to do anything which it:

15.2 Ratification

Each of HoldCo and the Sponsor ratifies and confirms and agrees to ratify and confirm whatever any such attorney shall do in the exercise or purported exercise of the power of attorney granted by it in this Clause 15 .

15.3 Delegation

The Security Trustee may delegate the power of attorney in Clause 15.1 ( Appointment ).

15.4 Third Parties

Any third party referred to in this Clause 15 may enjoy the benefit or enforce the terms of this Clause 15 in accordance with the provisions of the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore.

16. SPONSOR AND HOLDCO REPRESENTATIONS

Each of the Sponsor and HoldCo makes the representations and warranties set out in this Clause 16 to the Security Trustee (and each other Senior Creditor) on the date of this Agreement only in relation to itself and provided that where any representation or warranty is expressed to be given from a specific date, the representation and warranty under this Clause 16 shall be made on that date.

16.1 Status

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(a) the manner of exercise or any non-exercise of its rights, remedies, powers, authorities or discretions under this Agreement; or

(b) any failure to collect or preserve any Junior Debt or delay in doing so.

(a) has authorised the Security Trustee to do under this Agreement; or

(b) is obliged to do but has not done under this Agreement.

(a) It is a corporation, duly incorporated and validly existing under the laws of its jurisdiction of incorporation.

16.2 Binding Obligations

The obligations expressed to be assumed by it under this Agreement are legal, valid, binding and enforceable obligations subject to:

16.3 Non Conflict with Other Obligations

Its entry into and performance by it of, and the transactions contemplated by, this Agreement do not and will not conflict with:

16.4 Power and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of this Agreement and the transactions contemplated by this Agreement.

16.5 Validity and admissibility in evidence

All Authorisations required or desirable:

have been, or by the time necessary to perform their obligations under this Agreement will be, obtained or effected and are, or will be at such time, in full force and effect.

16.6 Shareholding and Security

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(b) It has the power to own its assets and carry on the business which it conducts.

(a) any general principles of law limiting its obligations in respect of equitable remedies, insolvency, liquidation or creditors’ rights generally; or

(b) any other general principles of law limiting its obligations which are specifically referred to in any legal opinion delivered pursuant to Clause 4.1 ( Initial conditions precedent ) of the Senior Facility Agreement.

(a) any law or regulation applicable to it;

(b) its constitutional documents; or

(c) in any material respect, any material agreement or instrument binding upon it or any of its assets.

(a) to enable it lawfully to enter into, exercise its rights and perform and comply with its obligations under this Agreement;

(b) to ensure that those obligations are valid, legally binding and enforceable; and

(c) to make this Agreement admissible evidence in its jurisdiction of incorporation,

(a) As at the date of this Agreement:

(i) the Sponsor beneficially owns, indirectly through the Intermediate HoldCos, the HoldCo Shares, being the entire issued share capital of HoldCo;

16.7 Repetition

Each of the representations set out in Clauses 16.1 ( Status ) to 16.4 ( Power and authority ) and paragraph (b) of Clause 16.6 ( Shareholding and Security ) are deemed to be made by each of the Sponsor and HoldCo by reference to the facts and circumstances then existing on the date of each Utilisation Request for a Loan (other than a Facility D Rollover Loan or a Swingline Rollover Loan) provided that where any representation or warranty is expressed to be given as of a specific date, such representation and warranty under this Clause 16 shall be made on and as of that date.

17. PAYMENTS AND TAXES

17.1 Payment Mechanics

Any sum to be paid under this Agreement shall be made in immediately available cleared funds on the date on which payment is due pursuant to this Agreement by direct bank transfer to:

17.2 No Set-off

All sums payable by the Sponsor or HoldCo under this Agreement to any other Party shall be calculated and be made without (and free and clear of any deduction for) set-off.

17.3 Gross-Up

If HoldCo or the Sponsor is obliged by law to make any deduction or withholding from any such sum (to the extent that such deduction or withholding is or was a direct result of a change in law or the interpretation, administration or application of law after the date of this

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(ii) the Sponsor beneficially owns, indirectly through the Intermediate HoldCos and HoldCo, the Borrower Shares, being the entire issued share capital of the Borrower; and

(iii) HoldCo legally and beneficially owns the Borrower Shares, being the entire issued share capital of the Borrower.

(b) No Security exists on or over the Borrower Shares owned by HoldCo or the Junior Debt.

(a) in the case of sums to be paid to HoldCo and unless otherwise specified in this Agreement, the Singapore Dollar denominated account (number 003-905873-0) or the US Dollar denominated account (0003-003614-01-8-022) with the principal Singapore offices of DBS Bank Ltd;

(b) in the case of sums to be paid to the Borrower and unless otherwise specified in this Agreement, the Financing Contributions Account; or

(c) in the case of any other sums to be paid, such account which the Security Trustee has or may from time to time have notified to the relevant Party.

Agreement or with respect to a Secured Party that becomes a Secured Party after the date of this Agreement, after the relevant Transfer Date):

18. CALCULATIONS AND CERTIFICATES

18.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with this Agreement, the entries made in the accounts maintained by a Senior Creditor are prima facie evidence of the matters to which they relate.

18.2 Certificate and Determinations

Any certification or determination by the Security Trustee of an amount under this Agreement is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

19. EXPENSES AND STAMP DUTY

The Sponsor agrees to pay:

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(a) it shall notify the Security Trustee of any such requirement (or any change in any such requirement) as soon as it becomes aware of it; and

(b) the sum payable by it in respect of which such deduction or withholding is required shall be increased to the extent necessary to ensure that, after making that deduction or withholding, the Borrower, HoldCo (if applicable), the Agent, the Security Trustee or the relevant Senior Creditor, as the case may be, receives and retains (free from any liability in respect of any deduction or withholding) a net sum equal to the sum which the Borrower, HoldCo, the Agent, the Security Trustee or the relevant Senior Creditor, as the case may be, would have received and so retained if no such deduction or withholding had been required or made.

(a) within 15 Business Days of demand, the amount of all costs and expenses (including legal fees) incurred by the Security Trustee in connection with the enforcement of, or the preservation of any rights against the Sponsor under this Agreement; and

(b) promptly, and in any event before any interest or penalty becomes payable, any stamp, documentary, registration or similar tax payable in connection with the entry into, registration, performance, enforcement or admissibility in evidence of this Agreement against it.

20. DURATION

This Agreement shall commence on the date hereof and shall continue in full force and effect:

in each case, without prejudice to any accrued rights and obligations existing at the date of termination. The Security Trustee shall notify the Sponsor as soon as reasonably practicable after this Agreement (or the relevant part of this Agreement) ceases to have effect.

21. CHANGES TO THE PARTIES

21.1 Benefit of Agreement

This Agreement shall benefit and be binding on the Parties, their respective successors and any permitted assignee or transferee of all or some of a Party’s rights and obligations under this Agreement.

21.2 No Assignment

None of the Borrower, HoldCo and the Sponsor may assign any of its rights or transfer any of its rights or obligations under this Agreement except with the consent of all the Lenders or as permitted under Clause 29.1 ( Assignments and transfer by Obligors ) of the Facility Agreement.

21.3 Resignation of Mauritius HoldCo

whereupon Mauritius HoldCo shall cease to be a HoldCo and shall have no further rights or obligations as a HoldCo under this Agreement.

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(a) in relation to Clause 2 ( Sponsor and HoldCo Financing Contributions ), Clause 3 ( Project Undertakings ) and Clause 4 ( Defects in Purchase ), until the Project Support Termination Date; and

(b) in every other case, until the Senior Debt is Discharged,

(a) Mauritius HoldCo may request that it ceases to be a HoldCo by delivering to the Security Trustee a Resignation Letter.

(b) The Security Trustee shall accept a Resignation Letter and notify Mauritius HoldCo and the Secured Parties of its acceptance if:

(i) the Sponsor notifies the Security Trustee that the entire issued share capital of the Borrower owned by Mauritius HoldCo has been transferred to Singapore HoldCo for the purposes of a Permitted Corporate Restructuring; and

(ii) no Default is continuing or would result from the acceptance of the Resignation Letter (and Mauritius HoldCo has confirmed this is the case),

21.4 Replacement of the Security Trustee

Upon the resignation or removal of the Security Trustee pursuant to (and in accordance with) the Senior Finance Documents:

21.5 Disclosure of information

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(a) the resigning or, as the case may be, removed Security Trustee shall be automatically discharged from any further obligations under this Agreement;

(b) its successors and the other parties shall have the same rights and obligations among themselves as they would have had if the successor had been an original party to this Agreement; and

(c) this Agreement shall be construed as if all references to the former Security Trustee were replaced by references to the successor Security Trustee.

(a) Each Secured Party shall hold all non-public information obtained pursuant to the requirements of this Agreement and any other Senior Finance Document in accordance with that Secured Party’s customary procedures for handling confidential information of this nature and in accordance with safe and sound banking or investment practices, it being understood and agreed by the Sponsor and HoldCo that in any event each Secured Party:

(i) may make disclosure to its affiliates, head office, representative offices, subsidiaries, related corporation and branch offices (whether in Singapore or overseas) in accordance with its internal compliance and disclosure policies so long as such affiliates, head office, representative offices, related corporation, subsidiaries or branch offices keep such disclosed non-public information confidential;

(ii) may make disclosures to any actual, prospective or potential bona fide assignee, transferee or participant in connection with the contemplated assignment, transfer or the granting of any participation by that Secured Party of any Utilisations or any participations therein ( provided that such actual, prospective or potential assignee, transferee or participant agrees to be bound by this Clause 21.5); or

(iii) (where that Secured Party is the Agent or the Security Trustee) may make disclosures to any bona fide person who is succeeding that Secured Party in that capacity ( provided that such person agrees to be bound by this Clause 21.5);

(iv) may make disclosures to any other Secured Party;

(v) may make disclosures to any Material Project Party, any Intermediate HoldCo or the Sponsor;

(vi) may make disclosures to the Lenders’ Consultants or its professional advisers ( provided that such adviser agrees to be bound by this Clause 21.5 or, in the case

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of the Lenders’ Construction Consultant, it is bound by the terms of its engagement); or

(vii) may make disclosures required or requested by any Governmental Agency or representative thereof or pursuant to legal process; provided that, unless specifically prohibited by applicable law or court order, that Finance Party shall notify the Borrower of any request by any Governmental Agency or representative thereof (other than any such request in connection with any examination of the financial condition of such Finance Party by such Governmental Agency) for disclosure of any such non-public information.

(b) For the purposes of paragraph (a) above, “ non -public information ” shall not include information that is not acquired from (i) any of the Obligors, the Sponsor, HoldCo or any of their respective Subsidiaries or Affiliates (or persons acting on behalf of or retained by any of the Obligors, the Sponsor, HoldCo or any of their respective Subsidiaries or Affiliates), (ii) persons retained by or acting on behalf of any Secured Party in connection with this Agreement (including the Lenders’ Consultants) and the transactions contemplated hereby or (iii) persons known by such Secured Party to be under a duty or an obligation of confidentiality to the Borrower (it being understood that the Secured Parties, their respective Affiliates and the Lenders’ Consultants shall be under an obligation of confidentiality) .

(c) Concurrently with the delivery of any document or notice required to be delivered pursuant to this Clause 21.5, each of the Borrower, HoldCo or the Sponsor (as the case may be) shall indicate in writing whether such document or notice contains non-public information (and if the Borrower, HoldCo or the Sponsor (as the case may be) does not so indicate (acting reasonably), it shall be deemed to contain non-public information). Each of the Borrower, HoldCo, the Sponsor and the Security Trustee acknowledge that certain of the Secured Parties may be “public-side” Secured Parties (Secured Parties that do not wish to receive material non-public information with respect to Borrower, HoldCo, the Sponsor, their respective Subsidiaries or their respective securities) and, if documents or notices required to be delivered pursuant to this Clause 21.5 or otherwise are being distributed through IntraLinks, IntraAgency, SyndTrak or another relevant website or other information platform (the “ Platform ”), any document or notice that the Borrower, HoldCo or the Sponsor (as the case may be) has indicated contains non-public information shall not be posted on that portion of the Platform designated for such public-side Secured Parties. The Platform and any Approved Electronic Communications are provided “as is” and “as available”. None of the Secured Parties or any of their respective officers, directors, employees, agents, advisors or representatives (the “ Relevant Affiliates ”) warrant the accuracy, adequacy, or completeness of the Approved Electronic Communications or the Platform and each expressly disclaims liability for errors or omissions in the Platform and the Approved Electronic Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement

22. SENIOR CREDITORS’ RIGHTS AND LIABILITIES

22.1 Benefit of Rights, etc.

In this Agreement, the benefit of all representations and warranties, undertakings and all obligations of, respectively, the Borrower, HoldCo and the Sponsor made or given in favour of the Security Trustee shall also be made or given in favour of the Secured Parties who shall be entitled to enforce such rights pursuant to the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore as contemplated by Clause 24.6 ( Third Party Beneficiaries ).

22.2 Sponsor’s/Singapore HoldCo’s Obligations

Any:

in each case after the date of this Agreement, shall not cancel, reduce or materially adversely effect the obligations of the Sponsor or Singapore HoldCo under this Agreement.

22.3 Secured Party Liability

No Secured Party shall be liable to the Sponsor for any Losses resulting from any act or omission of any Secured Party or its respective officers, employees or agents in relation to this Agreement except to the extent caused by its or his own gross negligence, wilful default or wilful misconduct.

22.4 Security Trustee Instructions

In this Agreement, any discretion conferred upon the Security Trustee shall be exercised in accordance with the terms of the Facility Agreement and Intercreditor Agreement.

23. NOTICES

23.1 Communications in writing

Any communication to be made under or in connection with this Agreement shall be made in writing and, unless otherwise stated, may be made by fax or letter.

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of third party rights or freedom from viruses or other code defects is made by the Relevant Affiliates in connection with the Platform or the Approved Electronic Communications.

(d) For the purpose of paragraph (c) above, “Approved Electronic Communications” means any notice, demand, communication, information, document or other material that the Borrower, HoldCo or the Sponsor provides to the Security Trustee pursuant to any Transaction Document or the transactions contemplated therein which is distributed to the Secured Parties by means of electronic communications.

(a) transfer of HoldCo Shares beneficially owned, directly or indirectly, by the Sponsor or the number of Borrower Shares beneficially (indirectly through the Intermediate HoldCos and HoldCo) owned by the Sponsor; or

(b) any resignation of Mauritius HoldCo as a HoldCo,

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23.2 Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with this Agreement is as follows:

(a) Sponsor Las Vegas Sands Corp.

Address:

3355 Las Vegas Boulevard South Las Vegas NV 89109 United States of America

Fax No: (702) 733-5088 Attention: General Counsel’s Office

(b) Mauritius HoldCo Sands Mauritius Holdings

Address:

9 Raffles Place #45-01 Republic Plaza Singapore 048619

Fax No: (65) 6536 6327 Attention: Robert E. Harayda

(c) Singapore HoldCo MBS Holdings Pte. Ltd.

Address:


Fax No: (65) 6536 6327 Attention: Robert E. Harayda

(d) Borrower Marina Bay Sands Pte. Ltd.

Address:


Fax No: (65) 6536 6327

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Attention: Robert E. Harayda

(e) Security Trustee DBS Bank Ltd.

Address:

6 Shenton Way DBS Building Tower One #31-00 Singapore 068809

Fax No: (65) 6324 4427 Attention: Noor Azizah Ador/Anne Lim Sze Pheng

or any substitute address, fax number or department or officer as the Party may notify to the other Parties, by not less than five Business Days’ notice.

23.3 Delivery

(a) Any communication or document made or delivered by the Sponsor, the Borrower or HoldCo under or in connection with this Agreement will only be effective:

(i) if by way of fax, when received in legible form; or

(ii) if by way of letter, when it has been left at the relevant address or three Business Days after being deposited in the post (postage prepaid) in an envelope addressed to it at that address,

and, if a particular department or officer is specified as part of its address details provided under Clause 23.2 ( Addresses ), if addressed to that department or officer.

(b) Any communication or document to be made or delivered to the Security Trustee will be effective only when actually received by the Security Trustee and then only if it is expressly marked for the attention of the department or officer identified in Clause 23.2 ( Addresses ) (or any substitute department or officer as it shall specify for this purpose).

(c) All notices from or to the Borrower, HoldCo or the Sponsor shall be sent through the Security Trustee.

24. MISCELLANEOUS

24.1 Amendments and Waivers

This Agreement may not be amended, waived, supplemented or otherwise varied unless in writing and signed by or on behalf of each Party.

24.2 Remedies and Waivers

No failure to exercise, nor any delay in exercising, on the part of the Security Trustee of any right, power or remedy under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the

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exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

24.3 Partial Invalidity

If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will, in any way, be affected or impaired.

24.4 No Partnership

Neither this Agreement nor any other agreement or arrangement of which it forms part, nor the performance by the Parties of their respective obligations under any such agreement or arrangement, shall constitute a partnership between the Parties.

24.5 Counterparts

This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of the Agreement.

24.6 Third Party Beneficiaries

(a) Save as provided in paragraph (b) below, this Agreement is intended for the sole and exclusive benefit of the Parties.

(b) The Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore is expressly excluded save for the rights of the Secured Parties, acting in accordance with the terms of the Senior Finance Documents, to enforce any rights of the Security Trustee as if they were a party to this Agreement.

24.7 Hierarchy of Agreements

In the event of any conflict between the terms of (a) any agreement between the Sponsor, HoldCo and/or the Borrower, and (b) the terms of this Agreement, then the terms of this Agreement shall prevail.

24.8 Entire Agreement

This Agreement constitutes the entire agreement between the Sponsor, HoldCo and the Security Trustee with respect to the subject matter of this Agreement.

25. GOVERNING LAW

This Agreement is governed by Singapore law.

26. ENFORCEMENT

26.1 Jurisdiction of Singapore Courts

(a) Except as provided in paragraph (c) below, the courts of Singapore have exclusive jurisdiction to settle all Disputes.

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(b) The Parties agree that the courts of Singapore are the most appropriate and convenient courts to settle Disputes and accordingly none of the Sponsor, HoldCo or the Borrower shall argue to the contrary.

(c) This Clause 26.1 is for the benefit of the Security Trustee and the Secured Parties only. As a result, neither the Security Trustee nor any Secured Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Security Trustee and the Secured Parties may take concurrent proceedings in any number of jurisdictions.

26.2 Service of process

Without prejudice to any other mode of service allowed under any relevant law, each of the Sponsor and Mauritius HoldCo:

(a) irrevocably appoints the Borrower as its agent for service of process in relation to any proceedings before the Singapore courts in connection with this Agreement (and the Borrower hereby accepts such appointment); and

(b) agrees that failure by a process agent to notify it of the process will not invalidate the proceedings concerned.

SCHEDULE 1 FORM OF RESIGNATION LETTER

Dear Sirs

Sponsor Support Agreement dated 28 December 2007 (the “Agreement”)

Sands Mauritius Holdings

By:

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To: [ ] as Security Trustee From: Dated:

Sands Mauritius Holdings [ ]

1. We refer to the Agreement. This is a Resignation Letter. Terms defined in the Agreement have the same meaning in this Resignation Letter unless given a different meaning in this Resignation Letter.

2. Pursuant to Clause 21.3 ( Resignation of Mauritius HoldCo ), we request that we be released from our obligations as a HoldCo under the Agreement.

3. We confirm that no Default is continuing or would result from the acceptance of this request.

4. This Resignation Letter is governed by Singapore law.

SCHEDULE 2 FORM OF NOTICE TO INTERMEDIATE HOLDCO

Address:

DBS Bank Ltd. (the “ Security Trustee ”) and Las Vegas Sands Corp. (the “ Sponsor ”) give notice that, by a Sponsor Support Agreement (the “ Agreement ”) dated 28 December 2007 between the Sponsor, the Security Trustee and others, a copy of which is hereby attached, the Sponsor has agreed to make available equity and/or subordinated debt contributions (the “ Contributions ”) to Marina Bay Sands Pte. Ltd. (the “ Borrower ”) in relation to the Integrated Resort at Marina Bay Singapore (the “ IR ”), and to subordinate such Contributions to various credit facilities to be provided to the Borrower in connection with the IR, in each case upon the terms and subject to the conditions of the Agreement.

The Sponsor may elect to make the Contributions through you as an intermediate holding company of the Borrower. Accordingly, please acknowledge receipt of this Notice and confirm that:

by signing the acknowledgement on the attached copy of this Notice and returning that copy to the Security Trustee at [ • ], marked for the attention of [ • ].

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To: [Intermediate HoldCo] [Date]

1. you are an Intermediate HoldCo as defined in the Agreement;

2. you are duly a [___], duly [incorporated]/[organised] and validly existing under the law of [_________]; and

3. you will comply with the provisions of the Agreement in so far as they relate to Intermediate HoldCos; and

For and on behalf of For and on behalf of DBS BANK LTD. LAS VEGAS SANDS CORP. as Security Trustee as Sponsor

[On duplicate]

We acknowledge receipt of the Notice of which this is a copy and confirm each of the matters referred to in paragraphs 1 to 3 (inclusive) of the Notice.

For and on behalf of

[Intermediate HoldCo]

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IN WITNESS WHEREOF this Agreement has been executed and delivered on the date first stated above.

Sponsor

Sponsor Support Agreement

SIGNED SEALED and DELIVERED by

/s/ Robert P. Rozek

Robert P. Rozek as attorney for and on behalf of LAS VEGAS SANDS CORP. in the presence of: /s/ Julie Pfeiffer Witness’ signature Name: Julie Pfeiffer Address: 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109

HoldCo

I, Hong Hwen Michelle, an Advocate and Solicitor of the Supreme Court of Singapore practising in Singapore hereby certify that on 28 th December 2007,the Common Seal of MBS Holdings Pte. Ltd. was duly affixed to the above Agreement at Singapore in my presence in accordance with the Articles of Association of MBS Holdings Pte. Ltd. (which Articles of Association have been produced and shown to me).

Witness my hand this 28 th day of December 2007.


The Common Seal of MBS HOLDINGS PTE. LTD. was hereunto affixed in the presence of:

/s/ Harry Elias Director’s signature Name: Harry Elias Address: Harry Elias Partnership

Advocates & Solicitors 9 Raffles Place #12-01

/s/ S. Surenthiraraj Director’s/ Secretary ’s signature Name: S. Surenthiraraj

Company Secretary

Address: Harry Elias Partnership

Advocates & Solicitors 9 Raffles Place #12-01 Republic Plaza, Singapore 04819

/s/ Hong Hwen Michelle

I, Sivakumaren Mardemootoo, an Attorney-at-Law and Solicitor practising before the Supreme Court of Mauritius hereby certify that on 21 December 2007, the Common Seal of Sands Mauritius Holdings was duly affixed to the above Agreement at Port-Louis, Mauritius in my presence and in accordance with the Constitution of Sands Mauritius Holdings (which Constitution has been produced and shown to me).

Witness my hand this 21 st day of December 2007.


The Common Seal of SANDS MAURITIUS HOLDINGS was hereunto affixed in the presence of:

/s/ Authorized Signatory Director’s signature Name: Authorized Signatory Address:

/s/ Naiken Veerasamy Director’s/ Secretary’s signature Name: Naiken Veerasamy Address:

/s/ Sivakumaren Mardemootoo

The Borrower

I, Hong Hwen Michelle, an Advocate and Solicitor of the Supreme Court of the Republic of Singapore practising in Singapore hereby certify that on 28 th day of December 2007, the Common Seal of Marina Bay Sands Pte. Ltd. was duly affixed to the above Agreement at Singapore in my presence in accordance with the Articles of Association of Marina Bay Sands Pte. Ltd. (which Articles of Association have been produced and shown to me).

Witness my hand this 28 th day of December 2007.


The Common Seal of MARINA BAY SANDS PTE. LTD. was hereunto affixed in the presence of:

/s/ Harry Elias Director’s signature Name:

Harry Elias Advocate & Solicitor Singapore

Address: Harry Elias Partnership

Advocates & Solicitors 9 Raffles Plaza #12-01 Republic Plaza, Singapore 048619

/s/ S. Surenthiraraj Director’s/Secretary’s signature Address: 9 Raffles Place #45-01

Republic Plaza Singapore 048619

Fax No: Attention:

(65) 6536 6327 Treasury Operations Manager

/s/ Hong Hwen Michelle

The Security Trustee


SIGNED SEALED and DELIVERED by

/s/ Tan Teck Long

Tan Teck Long

as attorney for and on behalf of DBS BANK LTD. in the presence of:

/s/ Tan Youwen, Samuel Witness’ signature Name: Tan Youwen, Samuel Address:

Exhibit 21.1

Subsidiaries of Las Vegas Sands Corp.

State or Other Jurisdiction of Incorporation Legal Name or Organization BBLV, LLC Nevada Cotai Retail Concepts Limited Macau Cotai Waterjets (HK) Limited Hong Kong Cotai Waterjets (Macau) Limited Macau CotaiJet 311 Ltd. Cayman Islands CotaiJet 312 Ltd. Cayman Islands CotaiJet 313 Ltd. Cayman Islands CotaiJet 314 Ltd. Cayman Islands CotaiJet 315 Ltd. Cayman Islands CotaiJet 316 Ltd. Cayman Islands CotaiJet 317 Ltd. Cayman Islands CotaiJet 318 Ltd. Cayman Islands CotaiJet 319 Ltd. Cayman Islands CotaiJet 320 Ltd. Cayman Islands CotaiJet 350 Ltd. Cayman Islands CotaiJet 351 Ltd. Cayman Islands CotaiJet 352 Ltd. Cayman Islands CotaiJet 353 Ltd. Cayman Islands CotaiJet Holdings (II) Limited Hong Kong CTVR Associates, LLC Nevada Grand Canal Shops Mall MM Subsidiary, Inc. Nevada Interface Employee Leasing, LLC Nevada Interface Group-Nevada, Inc. Nevada Las Vegas Sands (Ibrox) Limited United Kingdom Las Vegas Sands (Sheffield United) Limited United Kingdom Las Vegas Sands (UK) Limited United Kingdom Las Vegas Sands, LLC Nevada Lido Casino Resort Holding Company, LLC Delaware Lido Intermediate Holding Company, LLC Delaware LV Noodle Concept, LLC Nevada LVCUT Associates, LLC Nevada LVS (Nevada) International Holdings, LLC Nevada LVS International (Malaysia) Sdn. Bhd. Malaysia LVS International (Singapore) Pte. Ltd. Singapore LVS International (South Korea) Limited South Korea LVS International (Taiwan) Limited Taiwan LVS International (Thailand) Co., Ltd. Thailand LVS International Holding (Thailand) Co., Ltd. Thailand LVS International Japan Ltd. Japan Mall Intermediate Holding Company, LLC Delaware Marina Bay Sands Pte. Ltd. (f/k/a Sands Garden City Pte. Ltd.) Singapore MBS Holdings Pte. Ltd. Singapore Paiza Air, LLC Nevada Palazzo Condo Tower, LLC Nevada Phase II Mall Holding, LLC Nevada Phase II Mall Subsidiary, LLC Delaware Primewine, LLC Nevada Sands Bethworks Gaming LLC Pennsylvania

State or Other Jurisdiction of Incorporation Legal Name or Organization Sands Kansas, LLC Nevada Sands Mauritius Holdings Mauritius Sands Pennsylvania, Inc. Delaware Silver State Marble LLC (f/k/a Marble Works, LLC) Nevada TK Las Vegas, LLC Delaware Two Roads Las Vegas, LLC Nevada Venetian Casino Resort, LLC Nevada Venetian Cotai Limited Macau Venetian Far East Limited Hong Kong Venetian Global Holdings Limited (f/k/a Venetian Macau Holdings Limited) Cayman Islands Venetian Hong Kong Holdings (I) Limited Hong Kong Venetian Hong Kong Holdings (II) Limited Hong Kong Venetian Hong Kong Holdings (III) Limited Hong Kong Venetian Hong Kong Holdings (IV) Limited Hong Kong Venetian Hong Kong Holdings (V) Limited Hong Kong Venetian (Zhuhai) Hotel Marketing Co., Ltd. PRC Venetian (Zhuhai Hengqin) Hotel Co., Ltd. PRC Venetian Limousine Services, LLC Nevada Venetian Macau Finance Company Cayman Islands Venetian Macau Limited (f/k/a Venetian Macau Management Limited) Macau Venetian Marketing Services Limited Hong Kong VML US Finance LLC Delaware Venetian Marketing, Inc. Nevada Venetian Hungary Limited Cayman Islands Venetian Interactive, LLC Nevada Venetian International Marketing Services (HK) Limited Hong Kong Venetian Orient Limited Macau Venetian Resort Development Limited Cayman Islands Venetian Retail Limited Macau Venetian Transport LLC (f/k/a Venetian Casino Resort Athens, LLC) Delaware Venetian Travel Limited Macau Venetian Venture Development Intermediate I Cayman Islands Venetian Venture Development Intermediate II Cayman Islands Venetian Venture Development Intermediate Limited Cayman Islands Venetian Venture Development, LLC Nevada V-HK Services Limited Hong Kong V.I. (C.I.) Limited Alderney, Channel Islands WDR, LLC Nevada World Sourcing Services Limited Hong Kong Zhuhai Cotai Logistics Services Co., Ltd. PRC

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-122978) of Las Vegas Sands Corp. of our report dated February 28, 2008 relating to the financial statements, financial statement schedule, and the effectiveness of internal control over financial reporting, which appears in this Annual Report on Form 10-K.

/s/ PricewaterhouseCoopers LLP

Las Vegas, Nevada February 28, 2008

Exhibit 31.1

LAS VEGAS SANDS CORP. CERTIFICATIONS

I, Sheldon G. Adelson, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: February 28, 2008

Name: Sheldon G. Adelson Title: Chief Executive Officer

By: /s/ Sheldon G. Adelson

Exhibit 31.2

LAS VEGAS SANDS CORP. CERTIFICATIONS

I, Robert P. Rozek, certify that:

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

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

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

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

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

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

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

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

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

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

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


Name: Robert P. Rozek Title: Chief Financial Officer

By: /s/ Robert P. Rozek

Exhibit 32.1

CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXL EY ACT OF 2002

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

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

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


Name: Sheldon G. Adelson Title: Chief Executive Officer

By: /s/ Sheldon G. Adelson

Exhibit 32.2

CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXL EY ACT OF 2002

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

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

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


Name: Robert P. Rozek Title: Chief Financial Officer

By: /s/ Robert P. Rozek