exv10w5





Exhibit 10.5



AIRCRAFT COST SHARING AGREEMENT

(Part 125 Operations)




Dated as of November 6, 2009 and effective as of January 1, 2009,



between



Interface Operations, LLC,



as Provider,



and



Las Vegas Sands Corp.,



as Recipient,



concerning the Aircraft listed on Schedule A hereto



* * *



 









 





AIRCRAFT COST SHARING AGREEMENT

(Part 125 Operations)




     This Aircraft Cost Sharing Agreement (the “Agreement”) is dated as of November 6,
2009 and effective as of January 1, 2009 (the “Effective Date”), by and between Interface
Operations, LLC, a Nevada company (“Provider”), and Las Vegas Sands Corp., a Nevada corporation
(“Recipient”) (together, “Parties”).



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



     1. Sharing of the Aircraft. Subject to the terms and conditions of this Agreement,
Provider shall provide Recipient with transportation services on a non-exclusive basis using
Provider’s aircraft listed on Schedule A hereto (each individual plane, an “Aircraft”).



     2. Term. The term of this Agreement (the “Term”) shall commence on January 1, 2009
and end on December 31, 2009 (the “Expiration Date”). The Expiration Date (as it may be extended)
shall be automatically extended by one year if neither party has given notice of non-renewal to the
other at least thirty (30) days before the then Expiration Date. Notwithstanding anything to the
contrary in this section 2, either party may terminate this Agreement on thirty (30) days’ notice,
provided that such party is not then in default.



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



     4. Fee.


          (a) Recipient shall pay Provider, within 30 days of receipt of an invoice from Provider or its
representative for Recipient’s use of the Aircraft during the Term, an amount not to exceed the
costs identified in this paragraph (a) or such lesser amount as may be agreed in writing by the
Parties (referred to collectively as the “Fee”):



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



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



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



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



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



               (vi) all communications charges, including in-flight telephone.



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


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



     5. Return to Base. On the earlier of the Expiration Date or the termination of this
Agreement pursuant to section 17(a)(i) and, unless Provider agrees to the contrary, upon the
conclusion of each flight of the Aircraft by Recipient under this Agreement, the Aircraft shall be
returned to the Base or such other location as Provider and Recipient may agree.



     6. Use of Aircraft.


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


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


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


          (d) Recipient acknowledges that its discretion in determining the origin and destination of
flights under this Agreement shall be subject to the following limitations: (i) such origin and
destination, and the routes to reach such origin and destination, are not within or over (A) an
area of hostilities, (B) an area excluded from coverage under the insurance policies maintained by
Provider with respect to the Aircraft or (C) a country or jurisdiction for which exports or
transactions are subject to specific restrictions under any United States export or other law or
United Nations Security Council Directive, including without limitation, the Trading With the Enemy
Act, 50 U.S.C. App. Section 1 et seq., the International Emergency Economic Powers Act, 50 U.S.C.
Sections 1701 et seq. and the Export Administration Act, 50 U.S.C. App. Sections 2401 et seq.; (ii)
the flights proposed by Recipient shall not cause (A) the Aircraft or any part thereof (1) to be
used predominately outside of the United States within the meaning of the Section 168(g)(1)(A) of
the Internal Revenue Code of 1986, as amended (the “Code”), and (2) to fail to be operated to and
from the United States within the meaning of Section 168(g)(4)(A) of the Code; or (B) any item of
income, gain, deduction, loss or credit with respect to the transactions contemplated by this
Agreement to be treated as derived from, or allocable to, sources without the United States within
the meaning of Section 862 of the Code; (iii) the





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proposed flights do not require the flight crew to exceed any flight or duty time limitations
that Provider imposes upon its flight crews; and (iv) in the judgment of Provider, the safety of
flight is not jeopardized.



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


          (f) Recipient acknowledges that (i) the Aircraft is owned by Provider and (ii) the rights of
Recipient in and to the Aircraft are subject and subordinate to all rights of Provider in and to
the Aircraft, including without limitation the right of Provider to inspect and take possession of
the Aircraft from time to time in accordance applicable law.



     Accordingly, Recipient (i) waives any right that it might have to any notice of Provider’s
intention to inspect, take possession or exercise any other right or remedy in respect of the
Aircraft.


          (g) THE AIRCRAFT IS BEING PROVIDED BY THE PROVIDER TO THE RECIPIENT HEREUNDER ON A COMPLETELY
“AS IS, WHERE IS,” BASIS, WHICH IS ACKNOWLEDGED AND AGREED TO BY THE RECIPIENT. THE WARRANTIES AND
REPRESENTATIONS SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS
OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AND PROVIDER HAS NOT MADE AND SHALL NOT BE CONSIDERED
OR DEEMED TO HAVE MADE (WHETHER BY VIRTUE OF HAVING PROVIDED THE AIRCRAFT UNDER THIS AGREEMENT, OR
HAVING ACQUIRED THE AIRCRAFT, OR HAVING DONE OR FAILED TO DO ANY ACT, OR HAVING ACQUIRED OR FAILED
TO ACQUIRE ANY STATUS UNDER OR IN RELATION TO THIS AGREEMENT OR OTHERWISE) ANY OTHER REPRESENTATION
OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE AIRCRAFT OR TO ANY PART THEREOF,
AND SPECIFICALLY, WITHOUT LIMITATION, IN THIS RESPECT PROVIDER DISCLAIMS ALL REPRESENTATIONS AND
WARRANTIES CONCERNING THE TITLE, AIRWORTHINESS, VALUE, CONDITION, DESIGN, MERCHANTABILITY,
COMPLIANCE WITH SPECIFICATIONS, CONSTRUCTION AND





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CONDITION OF THE AIRCRAFT, OR FITNESS FOR A PARTICULAR USE OF THE AIRCRAFT AND AS TO THE
ABSENCE OF LATENT AND OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AND AS TO THE ABSENCE OF ANY
INFRINGEMENT OR THE LIKE, HEREUNDER OF ANY PATENT, TRADEMARK OR COPYRIGHT, AND AS TO THE ABSENCE OF
OBLIGATIONS BASED ON STRICT LIABILITY IN TORT, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP
OF THE AIRCRAFT OR ANY PART THEREOF OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR
IMPLIED (INCLUDING ANY IMPLIED WARRANTY ARISING FROM A COURSE OF PERFORMANCE OR DEALING OR USAGE OF
TRADE), WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOF. RECIPIENT HEREBY WAIVES, RELEASES,
DISCLAIMS AND RENOUNCES ALL EXPECTATION OF OR RELIANCE UPON ANY SUCH AND OTHER WARRANTIES,
OBLIGATIONS AND LIABILITIES OF PROVIDER AND RIGHTS, CLAIMS AND REMEDIES OF RECIPIENT AGAINST
PROVIDER, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO (I) ANY
IMPLIED WARRANTY OF MERCHANTABILITY OF FITNESS FOR ANY PARTICULAR USE, (II) ANY IMPLIED WARRANTY
ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, (III) ANY OBLIGATION,
LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF PROVIDER,
ACTUAL OR IMPUTED, AND (IV) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE
TO THE AIRCRAFT, FOR LOSS OF USE, REVENUE OR PROFIT WITH RESPECT TO THE AIRCRAFT, OR FOR ANY OTHER
DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.




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



     8. Operation and Maintenance Responsibilities of Provider. Provider shall be in
operational control of the Aircraft at all times during the Term and shall operate the Aircraft
under FAR Part 125. Provider shall be solely responsible for the operation and maintenance of the
Aircraft.



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



     10. Taxes.


          (a) Except for any taxes on, or measured by, the net income of Provider imposed by the United
States government or any state or local government or taxing authority in the United States, which
shall be the sole responsibility of Provider, Recipient shall pay to and





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



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



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



     12. Loss or Damage


          (a) Recipient shall indemnify, defend and hold harmless Provider and its officers, directors,
agents, shareholders, members, managers and employees from and against any and all liabilities,
claims (including, without limitation, claims involving or alleging





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Provider’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 Provider may also be indemnified
as to any such Claim by any other person, to the extent relating to or arising out of Recipient’s
breach of this Agreement or any damage (other than ordinary wear and tear) to any of the Aircraft
caused by Recipient, its employees 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 the Aircraft
subject to this Agreement, or any engine or part thereof, from any cause whatsoever (a “Casualty
Occurrence”) occurring at any time when Recipient is using any such Aircraft, Recipient shall
furnish such information and execute such documents as may be necessary or required by Provider or
applicable law. Recipient shall cooperate fully in any investigation of any claim or loss
processed by Provider under the Aircraft insurance policy/policies and in seeking to compel the
relevant insurance company or companies to pay any such claims.


          (c) In the event of total loss or destruction of all or substantially all of any Aircraft
subject to this Agreement, or damage to any such Aircraft that causes it to be irreparable in the
opinion of Provider or any insurance carrier providing hull coverage with respect to such Aircraft,
or in the event of confiscation or seizure of the Aircraft, this Agreement shall automatically
terminate; provided, however, that such termination of this Agreement shall not terminate the
obligation of Recipient to cooperate with Provider in seeking to compel the relevant insurance
company or companies to pay claims arising from such loss, destruction, damage, confiscation or
seizure; provided, further, that the termination of this Agreement shall not affect the obligation
of Recipient to pay Provider all accrued and unpaid Fee and all other accrued and unpaid amounts
due hereunder.


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



     13. Cape Town Treaty Compliance.


          (a) For purposes of the Agreement: (i) “Aircraft Objects” means each airframe, aircraft
engine and helicopter as defined in Section 2 of Article I of the Aircraft Protocol, including the
Aircraft referred to in this Agreement, including its “associated rights”; (ii) “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”); (iii) “International Interest” means an interest held by a Provider to which Article 2
of the Cape Town Convention applies, including an interest in the Aircraft Object; (iv)
“International Registry” means the international registration facilities established for the
purposes of the Cape Town Convention or the Aircraft Protocol in Dublin, Ireland.


          (b) Recipient represents, warrants, and covenants: (i) Recipient has complied or will comply
on Provider’s request with the formalities to provide for an International Interest in





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the Aircraft under Article 2 of the Cape Town Convention and Article V of the Aircraft
Protocol; (ii) this Agreement provides for an International Interest in the airframe and engines
comprising parts of the Aircraft; (iii) Recipient has not, and will not, register or consent to the
registration of any prospective International Interest (as defined in the Cape Town Convention) or
International Interest on the International Registry in respect of the Aircraft Object covered by
this Agreement except this Agreement as provided above, and it will not cause or permit such other
registration, or consent to registration, to occur without the prior written consent of Provider;
(iv) Recipient will not cause or permit any registration with respect to this Agreement to be
discharged, terminated or modified in any respect except by written agreement with Provider; (v)
this Agreement shall be enforceable in accordance with its terms; (vi) Recipient has the power and
authority to make or cause to be made all registrations at the International Registry, including,
without limitation, all related filings; and (vii) the description of the Aircraft Object,
including each engine, covered by this Agreement is true, accurate, and complete for all purposes,
including complying with the description required for effective registration of an International
Interest of such Aircraft Object at the International Registry and at the Federal Aviation
Administration Aircraft Registry, and such description accurately and completely includes (a) the
name of the manufacturer, (b) the manufacturers’ serial number(s), and (c) its generic model
designation, supplemented as may be necessary to ensure uniqueness in accordance with the
International Registry regulations and operational manual of the Aircraft Protocol.



          (c) The terms of the Agreement (and not the Cape Town Treaty to the extent permitted thereby)
shall govern the rights and remedies of Provider upon a material breach or default hereunder by
Recipient.


          (d) Provider and Recipient agree to take such further and other actions, execute and deliver
such other documents and pay such reasonable expenses, including registration fees, as Provider
shall request to meet the requirements of, and to protect and perfect the interests of Provider
under, the Cape Town Treaty and make any registration arising hereunder at the International
Registry;


          (e) Recipient shall pay all costs arising under the Cape Town Treaty, including all
registration fees for the International Registry, on demand of Provider.



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


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


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






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


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


          (b) FAA Registration. The Aircraft registration with the FAA names Provider as the owner of
the Aircraft.



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


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


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


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



     17. Provider’s Remedies


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


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


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






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



	 	 	 
	To Provider at:

	 	Interface Operations, LLC

300 First Avenue

Needham, Massachusetts 02494

Attn: Stephen J. O’Connor

Fax:   (781) 449-6616

Tel.   (781) 449-6500
	 
	 	 
	To Recipient at:

	 	Las Vegas Sands Corp.

3355 Las Vegas Blvd. South

Las Vegas, Nevada 89109

Attn: General Counsel

Fax:   (702) 733-5088

Tel.:   (702) 733-5631






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.





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


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


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


          (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.


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


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


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


          (n) Broker/Finder Fees. Each party represents that it has dealt with no broker or finder in
connection with the transaction contemplated by this Agreement and that no broker or other person
is entitled to any commission or finder’s fee in connection therewith. Provider and Recipient each
agree to indemnify and hold harmless one another against any loss, liability,





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damage, cost, claim or expense incurred by reason of any brokerage commission or finder’s fee
alleged to be payable because of any act, omission or statement of the indemnifying party.



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


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


          (q) Survival. All representations, warranties, covenants and agreements, set forth in
sections 4, 5, 6(a), 6(e), 6(f), 6(g), 9, 10, 12, 14, 15, 17, and 18 of this Agreement shall
survive the expiration or termination of this Agreement.


          IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be duly executed as
of the date first set forth above and effective as of the Effective Date.



	 	 	 	 	 	 	 	 	 	 	 	 
	PROVIDER:	 	RECIPIENT:
	 
	 	 	 	 	 	 	 	 	 	 
	INTERFACE OPERATIONS, LLC	 	LAS VEGAS SANDS CORP.
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Sheldon G. Adelson	 	By:	 	/s/ Michael A. Leven
	 	 	 	 	 	 	 
	 

	 	Print:
	 	Sheldon G. Adelson
	 	 	 	Print:
	 	Michael A. Leven
	 

	 	Title:
	 	Manager & President
	 	 	 	Title:
	 	President & Chief Operating Officer






Aircraft Time Sharing Agreement between Interface Operations, LLC and Las Vegas Sands Corp.
concerning the Aircraft listed on Schedule A hereto







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Schedule A





	(1)	 	Boeing B767-3P6 aircraft bearing U.S. registration number N804MS and manufacturer’s serial
number 27255






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