exv10w1



 





Exhibit 10.1




Amended Aircraft Interchange Agreement




     This Amended Aircraft Interchange Agreement (the “Agreement”) is made
and entered into as of May 23, 2007, by and between Interface Operations LLC (“Interface”), and Las
Vegas Sands Corp. (“LVSC”)(each a “party” and collectively, “the parties”), and amends and
supersedes the Aircraft Interchange Agreement (“Original Agreement”) dated January 1, 2005.



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



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



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



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



     4. Return. On the earlier of the Expiration Date or the termination of this Agreement
pursuant to section 15(a)(i) and, unless the other party agrees to the contrary, upon the
conclusion of each flight of such other party’s Aircraft on behalf of a party under this Agreement,
such other party’s Aircraft shall be returned to its Home Base or such other
location as the parties may agree. For the sake of clarification, flight time to ferry an
Aircraft to the delivery location specified by a party pursuant to section 3, and flights to return
the



 









 





     Aircraft to the Home Base or such other location as the parties agree pursuant to this section
4, shall be deemed to be use of the Aircraft by such party.



     5. Use of Aircraft.



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




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




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




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




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other party imposes upon its flight crews; and (iv) in the judgment of the such other party,
the safety of flight is not jeopardized.




          (e) Each party acknowledges that, if, in the opinion of the other party (including, its
pilot-in-command), flight safety may be jeopardized, such other party may terminate a flight or
refuse to commence it without liability for loss, injury or damage occasioned by such termination
or refusal. Each party acknowledges that the other party shall not be liable for any loss, damage,
cost or expense arising from or related to, directly or indirectly, any delay, cancellation or
failure to furnish any transportation pursuant to this Agreement, including, without limitation,
when caused by government regulation, law or authority, mechanical difficulty or breakdown, war,
civil commotion, strikes or other labor disputes, weather conditions, acts of God, public enemies
or any other cause beyond such other party’s control.




          (f) LVSC acknowledges that (i) Interface’s G-III Aircraft is owned by Yona Aviation Corp.
(“Yona Aviation”) and is leased to Interface (the “Lease”); and (ii) LVSC’s rights in and to
Interface’s G-III Aircraft under this Agreement are subject and subordinate to all terms of the
Lease and all rights of Yona Aviation in and to the Aircraft and under the Lease, including,
without limitation, the right of Yona Aviation to inspect and take possession of the Aircraft from
time to time in accordance with the Leases and applicable law. LVSC acknowledges that Yona Aviation
has not made any warranty or representation, either express or implied, as to the design,
compliance with specifications, operation, or condition of, or as to the quality of the material,
aircraft, or workmanship in, Interface’s Aircraft or any component thereof delivered to Interface,
and Yona Aviation makes no warranty of merchantability or fitness of Interface’s Aircraft or any
component thereof for any particular purpose, or any other representation or warranty, express or
implied, with respect to Interface’s Aircraft or component thereof.




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



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



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     8. Flight Specific Expenses.



          (a) The differential cost of operating the Aircraft shall include the differential amount of
costs specifically incurred with respect the ownership, operation, and maintenance of the Aircraft
(including ferry or positioning flights) , including:




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



               (ii) all expenses for flight planning and weather contract services;



               (iii) all expenses for catering and in-flight entertainment materials;



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



               (v) all communications charges, including in-flight telephone;



               (vi) all costs of hangaring the particular Aircraft at the Home Base;



               (vii) all costs of insurance for the particular Aircraft;



               (viii) expenses for crew training specific to a particular Aircraft;



               (ix) maintenance expenses; and



               (x) fuel and oil costs


Costs specifically incurred for owning, operating, and maintaining the Aircraft are not intended to
include costs ordinarily incurred with respect to crew salaries and benefits, and crew training
that is not specific to a particular Aircraft. Each party shall be responsible for arranging and
paying for all passenger ground transportation and accommodation in connection with such party’s
use of the other party’s Aircraft.




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




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     9. Taxes.



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




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




     10. Insurance. Each party shall be responsible for all costs to maintain in effect,
throughout the Term, insurance policies with respect to its Aircraft providing public liability,
property and environmental damage coverage with a combined per occurrence limit of liability of no
less than Three Hundred Million Dollars ($300,000,000) and medical expense coverage with a per
person limit of liability of no less than Ten Thousand Dollars ($10,000)



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and providing such other coverages as such party deems appropriate. All insurance policies
shall (a) name the other party as an additional insured with respect to such other party’s use of
such party’s Aircraft, (b) not be subject to any offset by any other insurance carried by either
party with respect to such other party’s use of such party’s Aircraft (except for any non-owned
insurance coverage that a party may carry that is underwritten by the underwriter(s) of the other
party’s insurance policies), (c) contain a waiver by the insurer of any subrogation rights against
such other party with respect to such other party’s use of such party’s Aircraft, (d) insure the
interest of such other party, regardless of any breach or violation by the party holding the policy
or of any other person (other than is solely attributable to the gross negligence or willful
misconduct of such other party) of any warranty, declaration or condition contained in such
policies, (e) provide that any cancellation or any reduction in the coverage shall not be effective
as to such other party until 30 days (or, with respect to war risk insurance, 7 days or such
shorter period as may then be customary on the London market, and with respect to cancellation on
account of non-payment of premium, 10 days) after receipt by such other party of written notice
from the insurer of such cancellation or reduction in coverage, and (f) include a severability of
interests endorsement providing that such policy shall operate in the same manner (except for the
limits of coverage) as if there were a separate policy covering each insured.



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



     11. Loss or Damage



          (a) Each party shall indemnify, defend and hold harmless the other party and its officers,
directors, agents, shareholders, members, managers and employees from and against any and all
liabilities, claims (including, without limitation, claims involving or alleging such party’s
negligence and claims involving strict or absolute liability in tort), demands, suits, causes of
action, losses, penalties, fines, expenses (including, without limitation, attorney fees) or
damages (collectively, “Claims”), whether or not such other party may also be indemnified as to any
such Claim by any other person, in any way relating to or arising out of such party’s breach of
this Agreement; any damage (other than ordinary wear and tear) to such other party’s Aircraft
caused by the indemnifying party, its employees, agents or guests, including any Event of Default
of this Agreement or the Cape Town Convention or Aircraft Protocol provisions to the extent
applicable to this Agreement.




          (b) In the event of loss, theft, confiscation, damage to or destruction of an Aircraft, or any
engine or part thereof, from any cause whatsoever (a “Casualty Occurrence”) occurring at any time
when a party is using the other party’s Aircraft under this Agreement, such party shall furnish
such information and execute such documents as may be necessary or reasonably required by such
other party or applicable law. Such party shall cooperate fully in any investigation of any claim
or loss processed by such other party under




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          such other party’s aircraft insurance policy or policies and in seeking to compel the relevant
insurance company or companies to pay any such claims.




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




     12. Cape Town Treaty Compliance.



          (a) For purposes of the Agreement, (i) “Cape Town Treaty” means collectively the Convention
on International Interests in Mobile Equipment (“Cape Town Convention”) and the Protocol to the
Convention Specific to Aircraft Equipment (“Aircraft Protocol”); and (ii) “International Registry”
means the international registration facilities established for the purposes of the Cape Town
Convention or the Aircraft Protocol in Dublin, Ireland.




          (b) The parties agree to take such actions, execute and deliver such other documents and
share such reasonable expenses, including registration fees, as may be required to meet the
requirements of, and to protect and perfect the interests of the parties under, the Cape Town
Treaty and make any registration at the International Registry reasonably requested by either
party.




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



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




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




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




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



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




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




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




     15. Default Remedies



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




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



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sustained by such other party by reason of any default by the defaulting party under this
Agreement.



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



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




     16. General Provisions



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




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




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




          (d) Notices. Any notice or other communication required or permitted under this Agreement
shall be in writing and be deemed duly given upon actual receipt when delivered personally, by
mail, by a courier service that provides delivery receipts, or by facsimile (provided that the
original is delivered promptly in accordance with this section 16(d). Notices shall be addressed
as specified in writing by the relevant party from time to time and shall initially be as follows:




	 	 	 	 	 
	 

	 	To LVSC at:
	 	Las Vegas Sands Corp.
	 

	 	 	 	3355 Las Vegas Boulevard South
	 

	 	 	 	Las Vegas, Nevada 89109
	 

	 	 	 	Attention: General Counsel
	 

	 	 	 	Fax:    (702) 733-5088
	 

	 	 	 	Tel.:    (702) 733-5631
	 
	 	 	 	 






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	 	To Interface at:
	 	Interface Operations LLC
	 

	 	 	 	300 First Avenue
	 

	 	 	 	Needham, Massachusetts 02494
	 

	 	 	 	Attn: Stephen J. O’Connor
	 

	 	 	 	Fax:    (781) 449-6616
	 

	 	 	 	Tel.    (781) 449-6500





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




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




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




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




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




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




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




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




          (l) Counterparts. This Agreement may be executed in one or more counterparts, each of which
independently shall be deemed to be an original, and all of which together shall constitute one
instrument. The parties may exchange executed copies transmitted by telecopier, provided the
executed originals are forwarded in accordance with section 16(d).




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




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




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




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




          (q) Survival. All representations, warranties, covenants and agreements, set forth in
sections 1 (only the first sentence) 4, 5(a), 5(e), 8, 9, 11, 13, 15, and 16 of this Agreement
shall survive the expiration or termination of this Agreement.




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     17. Truth-In-Leasing 



          (a) DURING THE TWELVE MONTHS PRECEDING THE DATE OF THIS AGREEMENT, LVSC’S AIRCRAFT HAVE BEEN
MAINTAINED AND INSPECTED UNDER PART 91 OF THE FEDERAL AVIATION REGULATIONS (“FAR”), AND INTERFACE’S
AIRCRAFT HAVE BEEN MAINTAINED AND INSPECTED UNDER FAR PART 91. EACH PARTY ACKNOWLEDGES THAT LVSC’S
AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER PART 91 FOR OPERATIONS TO BE CONDUCTED UNDER THIS
AGREEMENT. EACH PARTY ACKNOWLEDGES THAT INTERFACE’S AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER
FAR PART 91 FOR OPERATIONS TO BE CONDUCTED UNDER THIS AGREEMENT.




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




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




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



	 	 	 	 	 	 	 	 	 	 	 
	LVSC:	 	 	 	INTERFACE:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Las Vegas Sands Corp.	 	 	 	Interface Operations LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Robert G. Goldstein
 

	 	 	 	By:
	 	/s/ Sheldon G. Adelson
 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	Senior Vice President
	 	 	 	Title:	  President	 	 
	 

	 	 
	 	 	 	 	 	 	 	 





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EXHIBIT A




	 	 	 	 	 	 	 
	 	 	 	 	Charge Relative to	 	Charge Relative
	Aircraft Owner	 	Aircraft	 	G-III59A	 	To B-767
	Las Vegas Sands Corp.

	 	Gulfstream G-IV	 	 	 	 
	 

	 	Serial No.: 1280
	 	$- 0 -
	 	$- 0 -
	 

	 	Registration No.: N531MD	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Gulfstream G-IV
	 	$- 0 -
	 	$- 0 -
	 

	 	Serial No.: 1290	 	 	 	 
	 

	 	Registration No.: N71VR	 	 	 	 
	 
	 	 	 	 	 	 
	Interface OperationsLLC

	 	Gulfstream G-III59A	 	 	 	 
	 

	 	Serial No.: 351	 	 	 	 
	 

	 	Registration No.: N623MS
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	Boeing 767
	 	N/A
	 	N/A
	 

	 	Serial No. 27255:	 	 	 	 
	 

	 	Registration No. N804MS:	 	 	 	 







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