exv10w10






Exhibit 10.10




A DEED OF SUBORDINATION made on 4 September 2009



Between:




	(1)	 	CITICORP INTERNATIONAL LIMITED, whose registered office is situated at 50th Floor,
Citibank Tower, Citibank Plaza, 3 Garden Road, Central, Hong Kong acting in its capacity as
trustee of the Bondholders (the Trustee);
	 
	(2)	 	The parties set out in Schedule 1 hereof (the Subordinated Creditors); and
	 
	(3)	 	The parties set out in Schedule 2 hereof (the Companies).





Whereas:




	(A)	 	Venetian Venture Development Intermediate II (the Issuer) has (pursuant to a resolution of
its Board of Directors dated 1 September 2009) authorised the issue of US$600,000,000
Exchangeable Bonds due 2014 (the Bonds) exchangeable into fully paid shares of Sands China
Ltd. (Sands China), to be constituted by a trust deed (the Trust Deed) dated on or about the
date of this Deed between the Trustee and the Issuer. Each of the Subordinated Creditors
agrees to subordinate the intercompany and shareholders’ loans made available by the
Subordinated Creditors to the Companies on the terms set out in this Deed.






	(B)	 	The parties hereto have agreed to enter into this Deed for the purpose of effecting the
subordination arrangements referred to in recital (A) above.





This Deed provides:




	1.	 	Definitions and Interpretation
	 
	1.1	 	In this Deed, the following expressions shall have the following meanings:





Business Day means a day (other than a Saturday or Sunday) on which commercial banks are generally
open for business in New York, London, Macau and Hong Kong.



Event of Default has the meaning ascribed thereto in the terms and conditions of the Bonds;




Financing Documents means the Bonds (including the certificates of the Bonds), the Trust Deed and
the Agency Agreement (as defined in the terms and conditions of the Bonds);



Permitted Payments means the payments and receipts (whether directly or by way of set-off)
permitted by clause 5;



Potential Event of Default has the meaning ascribed thereto in the terms and conditions of the
Bonds;



Senior Creditors means the Trustee and the holders of the Bonds (the Bondholders);



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Senior Debt means all moneys, liabilities and obligations of the Issuer, whether absolute,
contingent or otherwise, which now or at any time hereafter may become due, owing or payable to any
Senior Creditor (in any currency) under or in connection with the Trust Deed or any of the other
Financing Documents;



Subordinated Debt means all moneys, liabilities and obligations of the Companies to the
Subordinated Creditors, whether absolute, contingent or otherwise, which as at the date of this
Deed is due, owing or payable to any Subordinated Creditor (in any currency); and



Subordinated Document means any document or agreement evidencing or recording the terms of any
Subordinated Debt.




	1.2	 	In this Deed unless the context otherwise requires:
	 
	(a)	 	clauses shall be construed as references to the clauses of this Deed;
	 
	(b)	 	any reference to an enactment or statutory provision is a reference to it as it may have
been, or may from time to time be amended, modified, consolidated or re-enacted;
	 
	(c)	 	any person shall be construed to include such person’s successors in title and assigns;
	 
	(d)	 	any document, instrument or agreement shall be construed as to include such document,
instrument or agreement as amended, modified, varied, supplemented or novated from time to
time;
	 
	(e)	 	the headings are inserted for convenience only and shall not affect the construction of this
Deed; and
	 
	(f)	 	reference to one gender shall include all genders.
	 
	2.	 	Subordination
	 
	2.1	 	In consideration of:






	 	(i)	 	the Senior Creditors acting under or in connection with the Financing
Documents; and
	 
	 	(ii)	 	the Bondholders subscribing the Bonds,






	 	 	each of the Subordinated Creditors agrees that until all moneys, liabilities and
obligations whatsoever which now are or at any time hereafter may become due, owing or
payable to the Senior Creditors (or any of them) in respect of the Senior Debt have been
irrevocably paid and discharged in full:
	 
	(a)	 	the Subordinated Debt is subordinated to the Senior Debt;
	 
	(b)	 	any payment of principal, premium, interest, default interest, dividends, distributions or
any other amount that would otherwise be due in respect of the






			
	 	 	 
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	 	 	Subordinated Debt other than Permitted Payments shall be postponed and deferred to the
Senior Debt and shall not become due and payable; and
	 
	(c)	 	the obligations of the Companies to make any payment of principal, premium, interest, default
interest, dividends, distributions or any other amount that would otherwise be due in respect
of the Subordinated Debt (including Permitted Payments) shall be conditional upon the
Companies being solvent at such time taking into account their obligations and liabilities to
pay its unsubordinated creditors and such payments (including Permitted Payments) shall only
fall due if and to the extent that the Companies could make such payment and still be solvent
immediately thereafter and to the extent that they would be able to satisfy all their
unsubordinated creditors.





2.2 For the purpose of clause 2.1, each of the Companies shall deemed to be solvent unless at the
relevant time it is unable to pay its debts as they fall due or the value of its assets is less
than the amount of its liabilities taking into account its contingent and prospective obligations
and liabilities.




	3.	 	Turnover Provisions and Set Off





Payments




3.1 Without prejudice to clause 2, in the event of a Subordinated Creditor: (i) receiving or
recovering any payment or distribution in respect of the Subordinated Debt or any part thereof
(including by way of set-off) at any time; or (ii) receiving the proceeds of any enforcement of any
Lien (as defined in the terms and conditions of the Bonds) or any guarantee or other assurance
against financial loss for any Subordinated Debt, in each case, other than by means of a Permitted
Payment, such Subordinated Creditor shall:




	(a)	 	promptly notify the Senior Creditors of the receipt of such sum; and
	 
	(b)	 	pay such sum to the Trustee immediately upon receiving or recovering the same and pending
such payment shall hold the same in trust for the Senior Creditors.





The Trustee shall apply such sum paid to it in accordance with clause 6.1 of the Trust Deed.



Set-Off




3.2 If any of the Subordinated Debt is discharged by set-off or the benefit of any right or set-off
or counter-claim accrues to or is received by a Subordinated Creditor (except in any case by means
of a Permitted Payment), such Subordinated Creditor shall immediately pay to the Trustee an amount
equal to the sum discharged or the benefit received (as applicable) for application towards the
Senior Debt until the Senior Debt is irrevocably paid and discharged in full.



Non-permitted discharge




			
	 	 	 
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3.3 Without prejudice to clauses 3.1 and 3.2 above, if for any reason any of the Subordinated Debts
is discharged or released in any manner other than as allowed under this Deed, the relevant
Subordinated Creditor shall immediately pay to the Trustee an amount equal to the sum discharged or
released for application towards the Senior Debt until the Senior Debt is irrevocably paid and
discharged in full.



Liens




3.4 The Subordinated Creditors will not without the prior written consent of the Senior Creditors
hold any Lien (as defined in the terms and conditions of the Bonds) from any Company or any other
Restricted Subsidiary (as defined in the terms and conditions of the Bonds) of the Issuer in
respect of the Subordinated Debt. Each Subordinated Creditor will hold any Lien held by it in
breach of this provision on trust for the Senior Creditors.




	4.	 	Covenants





Each of the Companies and the Subordinated Creditors covenants that until all moneys, obligations
and liabilities whatsoever which now are or at any time hereafter may become due, owing or payable
to the Senior Creditors under the Trust Deed or the other Financing Documents have been irrevocably
paid and discharged in full:




	(a)	 	none of the Subordinated Creditors shall demand or receive payment of, and the Companies
shall not, and shall not permit the Subsidiaries of the Issuer to, make any payment of any
amount or make any distribution in respect of, any of the Subordinated Debt in cash or in kind
except for Permitted Payments;
	 
	(b)	 	none of the Subordinated Creditors shall assign, sell or dispose of and none of the Companies
shall purchase or acquire any of the Subordinated Debt or permit any other person to purchase
or acquire any of the Subordinated Debt:






	 	(i)	 	unless such assignee or purchaser has first agreed to be bound by
the terms of this Deed as a party hereto pursuant to a deed of accession in the
form set out in Schedule 3 and upon execution and delivery of such deed of
accession by such assignee or purchaser the Subordinated Creditor who assigns,
sells or disposes of the relevant Subordinated Debt shall cease to have any
further obligations or liabilities under this Deed with respect to the
Subordinated Debt assigned, sold or disposed of by it other than obligations and
liabilities accrued prior to such assignment, sale or disposal; or
	 
	 	(ii)	 	other than by means of a Permitted Payment;






	(c)	 	other than by means of a Permitted Payment, none of the Subordinated Creditors shall claim
and the Companies shall not (and shall procure that the Subsidiaries of the Issuer shall not)
permit any set-off of the Subordinated Debt against any debt or liability now or thereafter
due or owing to any Company by any Subordinated Creditor;






			
	 	 	 
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	(d)	 	none of the Subordinated Creditors shall create and the Companies shall not (and shall
procure that the Subsidiaries of the Issuer shall not) permit to subsist any Lien or any
guarantee or other assurance against financial loss in respect of any of the Subordinated Debt
other than by means of a Permitted Payment;
	 
	(e)	 	none of the Subordinated Creditors shall and the Companies shall not (and shall procure that
the Subsidiaries of the Issuer shall not) vary or amend or agree to any variation or amendment
of or waive or agree to any waiver of:






	 	(i)	 	any of its rights under or in respect of any of the Subordinated
Debt, except where after such variation, amendment, waiver or agreement
(including such variation or amendment as may be required in connection with, or
to facilitate, the Qualified IPO (as defined in the terms and conditions of the
Bonds) or as may be required by the Listing Rules (as defined in the terms and
conditions of the Bonds)), such Subordinated Debt remains subject to this Deed
(including without limitation, clauses 2 hereof); or
	 
	 	(ii)	 	any provision of this Deed;






	(f)	 	none of the Subordinated Creditors shall:






	 	(i)	 	accelerate any of the Subordinated Debt or otherwise declare any
of the Subordinated Debt prematurely due and payable other than in relation to a
Permitted Payment;
	 
	 	(ii)	 	initiate or support or take any steps with a view to:






	 	(A)	 	any insolvency, liquidation, reorganisation, administration
or dissolution proceedings;
	 
	 	(B)	 	any voluntary arrangement or assignment for the benefit of
creditors; or
	 
	 	(C)	 	any similar proceedings,






	 	 	 	involving any Company, whether by petition, convening a meeting, voting for a
resolution or otherwise, other than in relation to a Permitted Payment;
	 
	 	(iii)	 	exercise or enforce any right against any Company or any other
right under any Subordinated Document or any other document, agreement or
instrument in relation to (or given in support of) all or any of the
Subordinated Debt other than in relation to a Permitted Payment;
	 
	 	(iv)	 	bring or support any legal proceedings against any Company other
than in relation to a Permitted Payment; or
	 
	 	(v)	 	otherwise exercise any remedy for the recovery of the
Subordinated Debt other than in relation to a Permitted Payment;





			
	 	 	 
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	(g)	 	none of the Subordinated Creditors and the Companies shall allow any Subordinated Debt to be:






	 	(i)	 	discharged;
	 
	 	(ii)	 	evidenced by a negotiable instrument; or
	 
	 	(iii)	 	subordinated to any person






	 	 	other than in accordance with this Deed; and
	 
	(h)	 	none of the Subordinated Creditors and the Companies shall take or omit to take any action
which might impair the priority or subordination achieved or intended to be achieved by this
Deed.
	 
	5.	 	Permitted Payments





So long as no Event of Default or Potential Event of Default has occurred under the Trust Deed, the
terms and conditions of the Bonds or any other Financing Document, the Companies may pay, and the
Subordinated Creditors may receive and retain:




	(a)	 	a payment of the amounts permitted to be made under Condition 3.4 of the terms and conditions
of the Bonds; or
	 
	(b)	 	a payment in respect of intercompany trade payables incurred by any Company in the ordinary
course of business of such Company,





in each case, notwithstanding that such amounts or payments may constitute Subordinated Debt.




	6.	 	Consents





6.1 None of the Subordinated Creditors shall have any remedy against any Company by reason of any
transaction entered into between (i) a Senior Creditor and (ii) any Company (including any
Financing Document) or by reason of any waiver or consent or any requirement or condition imposed
by or on behalf of any Senior Creditor on any Company under any Financing Document or such other
agreement, which may conflict with or constitute a default or termination or acceleration event
(howsoever described) under any Subordinated Document.



6.2 Any waiver or consent granted by or on behalf of any Senior Creditor in respect of any
Financing Document will also be deemed to have been given by the Subordinated Creditors, if any
transaction or circumstances would, in the absence of that waiver or consent by the Subordinated
Creditors, conflict with a term of or constitute a default or termination or acceleration event
(howsoever described) under any Subordinated Document.




			
	 	 	 
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	7.	 	Representations and Warranties





Each of the Subordinated Creditors and Companies makes the representations and warranties set out
in this Clauses 7.1 to 7.6 to each of the Senior Creditors as at the date of this Deed.




	7.1	 	Due Incorporation





It is duly organised and validly existing under the law of its jurisdiction of incorporation.




	7.2	 	Capacity 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 Deed and the subordination arrangements
contemplated by this Deed.




	7.3	 	Legal, Valid, Binding and Enforceable Obligations





The obligations expressed to be assumed by it in this Deed are legal, valid, binding and
enforceable obligations except as enforcement may be limited by insolvency, bankruptcy,
administration, reorganisation, liquidation or similar laws having general applicability to
creditors of the Subordinated Creditors and Companies.




	7.4	 	No Violation





The execution, delivery and performance of this Deed and the subordination arrangements
contemplated herein do not and will not violate in any respect any provision of any law, its
constitutional documents or any agreement or other instrument to which it is a party or which is
binding on it or any of its assets.




	7.5	 	No Consent Required
	 
	(i)	 	All consents, authorisations, approvals, licences, exemptions, filings, registrations,
notarisations and other requirements of governmental, judicial and public bodies and
authorities; and
	 
	(ii)	 	all consents, authorisations, approvals, licences, exemptions, filings, registrations,
notarisations and other requirements under any agreement or other instrument to which any it
is a party or which is binding on it or any of its assets,





which are required or advisable in connection with this Deed or the subordination arrangements
contemplated herein have been obtained or effected.




	7.6	 	No Winding-up Proceeding





No meeting has been convened by it or any of its directors or shareholders, court order made or
resolution passed by it or its directors or shareholders for:




	(i)	 	its winding-up or liquidation;





			
	 	 	 
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	(ii)	 	the enforcement of any Lien or other third party rights over its assets; or
	 
	(iii)	 	the appointment of a receiver, administrative receiver, administrator, liquidator, trustee
or similar officer of it or of any of its assets,





and no such step is intended by it and, to its best knowledge, no petition, application or the like
is outstanding for its winding-up or liquidation.




	7.7	 	Solvency





Each of the Companies makes the representations and warranties set out in this Clause 7.7 to each
of the Senior Creditors as at the date of this Deed:




	(i)	 	it is not insolvent (as defined under any applicable law) and will not become insolvent after
the execution and delivery of this Deed or the performance of obligations hereunder; and
	 
	(ii)	 	it is able to pay its debts as they fall due and the value of its assets is greater than the
amount of its liabilities taking into account its contingent and prospective obligations and
liabilities.






	7.8	 	Beneficial Ownership of Subordinated Debt





Each of the Subordinated Creditors makes the representations and warranties set out in this Clause
7.8 to each of the Senior Creditors as at the date of this Deed:




	(i)	 	it is the sole legal and beneficial owner of the Subordinated Debt owed to it and of the
benefits of the Subordinated Documents to which it is a party; and
	 
	(ii)	 	the Subordinated Debt owed to it and the benefits of the Subordinated Documents to which it
is a party are free from any Lien, option, subordination or other third party rights in favour
of any person other than the Senior Creditors.
	 
	7.9	 	Repetition of Representations and Warranties





The representations and warranties set out in clauses 7.1 to 7.8 above are deemed to be repeated by
each Subordinated Creditor and each Company (and:




	(i)	 	in respect of each Company, other than the representations and warranties set out in
sub-clause 7.8; and
	 
	(ii)	 	in respect of each Subordinated Creditor, other than the representations and warranties set
out in sub-clause 7.7)





by reference to the facts and circumstances then existing on each Interest Payment Date (as defined
in the terms and conditions of the Bonds).




	8.	 	Protection of subordination 
	 
	8.1	 	Continuing subordination






			
	 	 	 
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The subordination provisions in this Deed constitutes a continuing subordination and will benefit
the ultimate balance of all of the Senior Debt, regardless of any intermediate payment or discharge
in whole or in part.




	8.2	 	Waiver of defences





The subordination in this Deed and the obligations of the Subordinated Creditors and the Companies
under this Deed will not be affected by any act, omission, matter or thing (whether or not known to
any Subordinated Creditor, any Company or any Senior Creditor) which, but for this provision, would
reduce, release or prejudice the subordination or any of those obligations.



This includes:




	(a)	 	any time, waiver or consent granted to, or composition with, any Subordinated Creditor, any
Company, the Issuer or any other person;
	 
	(b)	 	the release of any Subordinated Creditor, any Company, the Issuer or any other person under
the terms of any composition or arrangement;
	 
	(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 Subordinated
Creditor, any Company, the Issuer or any 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 or Lien;
	 
	(d)	 	any incapacity or lack of power, authority or legal personality of or dissolution or change
in the members or status of any Subordinated Creditor, any Company, the Issuer or any other
person;
	 
	(e)	 	any amendment, novation, supplement, extension, restatement (however fundamental and whether
or not more onerous) or replacement of any Financing Document, any Subordinated Document or
any other document or security, including without limitation any change in the purpose of, any
extension of or any increase in any facility or the addition of any new facility under any
Financing Document or other document or security;
	 
	(f)	 	any unenforceability, illegality or invalidity of any obligation of any person under any
Financing Document or any other document or security; or
	 
	(g)	 	any insolvency or similar proceedings.
	 
	8.3	 	Immediate recourse
	 
	(a)	 	Each of the Subordinated Creditors waives any right he or it may have of first requiring any
Senior Creditor (or any trustee or other agent on its behalf) to proceed against or enforce
any other rights or security or claim payment from any person before claiming the benefit of
this Deed.





			
	 	 	 
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	(b)	 	This waiver applies irrespective of any provision of a Financing Document to the contrary.





8.4 Each of the Subordinated Creditors shall upon request by any Senior Creditor notify it of
details of the amount and terms of the Subordinated Debt owed to it.




	9.	 	Power of Attorney





Each of the Subordinated Creditors, by way of security for the obligations of the Subordinated
Creditors under this Deed, irrevocably and severally appoints the Trustee and any of its delegates
or sub-delegates to be its attorney to take any action which any Subordinated Creditor is obliged
to take under this Deed but has failed to take. Each of the Subordinated Creditors ratifies and
confirms whatever any attorney does or purports to do under its appointment under this clause. For
the avoidance of doubt, the Trustee shall not be obliged to take any such action unless instructed
to do so by the Bondholders.




	10.	 	Amendment





10.1 No variation of this Deed shall be valid unless it is in writing and executed as a deed by or
on behalf of each of the parties to it.



10.2 Unless expressly agreed, no variation shall constitute a general waiver of any provisions of
this Deed, nor shall it affect any rights, obligations or liabilities under or pursuant to this
Deed which have already accrued up to the date of variation, and the rights and obligations of the
parties under or pursuant to this Deed shall remain in full force and effect, except and only to
the extent that they are so varied.




	11.	 	Further assurance





Each of the parties agrees to perform (or procure the performance of) all further acts and things,
and execute and deliver (or procure the execution and delivery of) such further documents, as may
be required by law or as may be necessary or desirable to implement and/or give effect to this Deed




	12.	 	Severability





If any provision of this Deed is held to be invalid or unenforceable, then such provision shall (so
far as invalid or unenforceable) be given no effect and shall be deemed not to be included in this
Deed but without invalidating any of the remaining provisions of this Deed.




	13.	 	Notices





13.1 Any notice to be given by one party to any other party under, or in connection with, this Deed
shall be in writing and signed by or on behalf of the party giving it. Any such notice shall be
served by sending it by fax to the number set out in clause 13.2, or delivering it by hand, or
sending it by pre-paid recorded delivery or registered post, to the address set out in clause 13.2
and in each case marked for the attention of the relevant party (or as otherwise notified from time
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accordance with the provisions of this clause 13). Any notice so served by hand, fax or post shall
be deemed to have been duly given:




	(a)	 	in the case of delivery by hand, when delivered;
	 
	(b)	 	in the case of fax, at the time of transmission;
	 
	(c)	 	in the case of prepaid recorded delivery or registered post, at 10:00 am on the second
Business Day following the date of posting,





provided that in each case where delivery by hand or by fax occurs after 6:00 pm on a Business Day
or on a day which is not a Business Day, service shall be deemed to occur at 9:00 am on the next
following Business Day.



References to time in this clause are to local time in the country of the addressee.



13.2 The addresses and fax numbers of the parties for the purpose of clause 13.1 are as follows:



Trustee




Citicorp International Limited

39th Floor, ICBC Tower

Citibank Plaza

3 Garden Road

Central, Hong Kong





			
	Attention:	 	Agency & Trust


	Fax no.:	 	+852 2868 8048





Subordinated Creditors




3355 Las Vegas Boulevard South

Corporate Office — Third Floor

Las Vegas, NV 89109

United States of America





			
	Attention:	 	J. Alberto Gonzalez-Pita, General Counsel


	Fax:	 	+1 702 733 5499





Companies





			
	For:	 	Venetian Venture Development Intermediate II;

Venetian Venture Development Intermediate Limited;

Venetian Macau Finance Company;

Sands China Ltd; and

VML US Finance LLC






			
	 	 	 
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3355 Las Vegas Boulevard South

Corporate Office — Third Floor

Las Vegas, NV 89109

United States of America






			
	Attention:	 	J. Alberto Gonzalez-Pita, General Counsel


	Fax:	 	+1 702 733 5499






			
	For:	 	Venetian Macau Limited;

Venetian Cotai Limited;

Cotai Ferry Company Limited;

Venetian Orient Limited;

Venetian Travel Limited; and

Venetian Retail Limited


Venetian Macau Limited

The Venetian Macao Resort Hotel

Executive Offices — L2

Estrada da Baía de N. Senhora da Esperança, s/n

Taipa, Macau






			
	Attention:	 	Luis Mesquita de Melo, Senior Vice President and General Counsel


	Fax:	 	+853 2888 3381





13.3 A party may notify any other party to this Deed of a change to its name, relevant addressee,
address or fax number for the purposes of this clause 13, provided that, such notice shall only be
effective on:




	(a)	 	the date specified in the notice as the date on which the change is to take place; or
	 
	(b)	 	if no date is specified or the date specified is less than five Business Days after the date
on which notice is given, the date following five Business Days after notice of any change has
been given.





13.4 All notices under or in connection with this Agreement shall be in the English language.




	14.	 	Waivers





No failure or delay by any party in exercising any right or remedy provided by law under or
pursuant to this Deed shall impair such right or remedy or operate or be construed as a waiver or
variation of it or preclude its exercise at any subsequent time and no single or partial exercise
of any such right or remedy shall preclude any other or further exercise of it or the exercise of
any other right or remedy.




			
	 	 	 
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	15.	 	Entire Agreement





This Deed and the other Financing Documents set out the entire agreement and understanding between
the parties in respect of the subject matter of this Deed.




	16.	 	Counterparts





This Deed (and any supplemental deed thereto) may be executed in any number of counterparts, and by
each party on separate counterparts. Each counterpart is an original, but all counterparts shall
together constitute one and the same instrument.




	17.	 	Contracts (rights of third parties) Act 1999





A person who is not a party to this Agreement shall have no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce any of its terms.




	18.	 	Governing Law and Jurisdiction





18.1 This Deed and any non-contractual obligations arising out of or in relation to this Deed shall
be governed by and construed in accordance with English law.



18.2 The courts of England are to have non-exclusive jurisdiction to settle any disputes which may
arise out of or in connection with this Deed, including, without limitation, disputes relating to
any non-contractual obligations arising out of or in connection with this Deed, and accordingly any
legal action or proceedings arising out of or in connection with this Deed (Proceedings) may be
brought in such courts. Each of the Companies and the Subordinated Creditors irrevocably submits
to the jurisdiction of such courts and waives any objections to Proceedings in such courts on the
ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum.
This submission is for the benefit of the Trustee and shall not limit the right of the Trustee to
take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings
in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction
(whether concurrently or not).



18.3 Each of the Companies and the Subordinated Creditors appoints Law Debenture Corporate Services
Limited, currently at 5th Floor, 100 Wood Street, London EC2V 7EX, United Kingdom to
receive, for it and on its behalf, service of process in any Proceedings in England. Such service
shall be deemed completed on delivery to such process agent (whether or not it is forwarded to and
received by the relevant Company or Subordinated Creditor). If such process agent ceases to be
able to act as such or no longer has an address in England, each of the Companies and the
Subordinated Creditors will appoint a substitute process agent acceptable to the Trustee and will
immediately notify the Trustee of such appointment. Nothing shall affect the right to serve
process in any other manner permitted by law.




	19.	 	Assignment





No party hereto may assign or transfer any of its rights under this Deed except with the prior
written consent of all the other parties hereto provided that the Trustee may




			
	 	 	 
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assign or transfer all of its rights under this Deed to its successor or replacement appointed in
accordance with the terms of the Trust Deed without the consent of the other parties hereto.



Duly executed and delivered as a Deed by the parties hereto on the date inserted above.




			
	 	 	 
	Bella — Deed of Subordination
	 	Page 14












 





SCHEDULE 1




Subordinated Creditors





	1.	 	LAS VEGAS SANDS CORP.
	 
	2.	 	LAS VEGAS SANDS, LLC
	 
	3.	 	VENETIAN CASINO RESORT, LLC
	 
	4.	 	VENETIAN MARKETING, INC.





			
	 	 	 
	Bella — Deed of Subordination
	 	Page 15












 











SCHEDULE 2




Companies





	1.	 	VENETIAN VENTURE DEVELOPMENT INTERMEDIATE II
	 
	2.	 	VENETIAN VENTURE DEVELOPMENT INTERMEDIATE LIMITED
	 
	3.	 	VENETIAN MACAU LIMITED
	 
	4.	 	VENETIAN COTAI LIMITED
	 
	5.	 	VML US FINANCE LLC
	 
	6.	 	VENETIAN MACAU FINANCE COMPANY
	 
	7.	 	SANDS CHINA LTD.
	 
	8.	 	COTAI FERRY COMPANY LIMITED
	 
	9.	 	VENETIAN ORIENT LIMITED
	 
	10.	 	VENETIAN TRAVEL LIMITED
	 
	11.	 	VENETIAN RETAIL LIMITED






			
	 	 	 
	Bella — Deed of Subordination
	 	Page 16












 





SCHEDULE 3




FORM OF DEED OF ACCESSION




THIS DEED OF ACCESSION is made [•] 20[•]




Between:





	(1)	 	[Name of new Subordinated Creditor];
	 
	(2)	 	[Name of each existing Subordinated Creditor];
	 
	(3)	 	[Name of each Company]; and
	 
	(4)	 	CITICORP INTERNATIONAL LIMITED whose registered office is situated at 50th Floor,
Citibank Tower, Citibank Plaza, 3 Garden Road, Central, Hong Kong





This Deed is supplemental to a deed of subordination (the Deed of Subordination) dated 4
September 2009 between, among others, Citicorp International Limited as Trustee, Las Vegas Sands
Corp., Las Vegas Sands, LLC, Venetian Venture Development Intermediate II and certain subsidiaries
of Venetian Venture Development Intermediate II.



Words and expressions defined in the Deed of Subordination have the same meaning when used in this
Deed.



[Name of new Subordinated Creditor] hereby agrees with each other person who is or who becomes a
party to the Deed of Subordination that with effect from the date of this Deed it will be bound by
the Deed of Subordination as a Subordinated Creditor as if it had been party to the Deed of
Subordination in that capacity.



The details for notice to [name of new Subordinated Creditor] for the purposes of Clause 13 of the
Deed of Subordination is:



[     ].



Governing law and enforcement




The provisions of Clause 18 of the Deed of Subordination shall apply to this Deed as if set out in
full herein.



In witness whereof the parties have caused this Deed to be duly executed and delivered as
a deed on the date first written above.



[Execution provisions]




			
	 	 	 
	Bella — Deed of Subordination
	 	Page 17












 





As Senior Creditor and Trustee




	 	 	 	 	 	 	 	 	 
	EXECUTED AS A DEED by

	 	 	)	 	 	 	 	 
	CITICORP INTERNATIONAL

	 	 	)	 	 	 	 	 
	LIMITED:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	/s/ Terence Yeung	 	 
	 

	 	 	)	 	 	 

Duly Authorised Signatory
	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	Name: Terence Yeung	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	Title: Vice President	 	 
	 

	 	 	)	 	 	 	 	 






in the presence of:




	 	 	 	 	 
	/s/ Signature illegible	 	 
	 	 	 
	Signature of Witness	 	 
	 
	 	 	 	 
	Name:

	 	Signature illegible	 	 
	 
	 	 	 	 
	Address:

	 	ICBC Tower, Central, HK	 	 
	 
	 	 	 	 
	Occupation:

	 	Banking	 	 
	 
	 	 	 	 
	(Note: These details are to be completed in
the witness’s own hand writing.)	 	 







			
	 	 	 
	Bella — Deed of Subordination
	 	Page 18












 





The Subordinated Creditors




	 	 	 	 	 	 	 	 	 
	EXECUTED AS A DEED by LAS

	 	 	)	 	 	 	 	 
	VEGAS SANDS CORP:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	/s/ Kenneth J. Kay	 	 
	 

	 	 	)	 	 	 

Duly Authorised Signatory
	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	Name: Kenneth J. Kay	 	 
	 

	 	 	)	 	 	            Senior Vice President and Chief	 	 
	 

	 	 	)	 	 	Title:   Financial Officer	 	 
	 

	 	 	)	 	 	 	 	 






in the presence of:




	 	 	 	 	 
	/s/ Daniel J. Weinrot	 	 
	 	 	 
	Signature of Witness	 	 
	 
	 	 	 	 
	Name:

	 	Daniel J. Weinrot	 	 
	 

	 	3355 Las Vegas Blvd South	 	 
	Address:

	 	Las Vegas, NV 89109	 	 
	 
	 	 	 	 
	Occupation:

	 	Attorney	 	 
	 
	 	 	 	 
	(Note: These details are to be completed in the
witness’s own hand writing.)	 	 







			
	 	 	 
	Bella — Deed of Subordination
	 	Page 19












 





	 	 	 	 	 	 	 	 	 
	EXECUTED AS A DEED by LAS

	 	 	)	 	 	 	 	 
	VEGAS SANDS, LLC:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	/s/ Kenneth J. Kay	 	 
	 

	 	 	)	 	 	 

Duly Authorised Signatory
	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	Name: Kenneth J. Kay	 	 
	 

	 	 	)	 	 	            Senior Vice President and Chief	 	 
	 

	 	 	)	 	 	Title:   Financial Officer	 	 
	 

	 	 	)	 	 	 	 	 






in the presence of:




	 	 	 	 	 
	/s/ Daniel J. Weinrot	 	 
	 	 	 
	Signature of Witness	 	 
	 
	Name:

	 	Daniel J. Weinrot	 	 
	 

	 	3355 Las Vegas Blvd South	 	 
	Address:

	 	Las Vegas, NV 89109	 	 
	 
	 	 	 	 
	Occupation:

	 	Attorney	 	 
	 
	 	 	 	 
	(Note: These details are to be completed in the
witness’s own hand writing.)	 	 







			
	 	 	 
	Bella — Deed of Subordination
	 	Page 20












 





	 	 	 	 	 	 	 	 	 
	EXECUTED AS A DEED by

	 	 	)	 	 	 	 	 
	VENETIAN CASINO RESORT, LLC:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	/s/ Kenneth J. Kay	 	 
	 

	 	 	)	 	 	 

Duly Authorised Signatory
	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	Name: Kenneth J. Kay	 	 
	 

	 	 	)	 	 	            Senior Vice President and Chief	 	 
	 

	 	 	)	 	 	Title:   Financial Officer	 	 
	 

	 	 	)	 	 	 	 	 






in the presence of:




	 	 	 	 	 
	/s/ Daniel J. Weinrot	 	 
	 	 	 
	Signature of Witness	 	 
	 
	 	 	 	 
	Name:

	 	Daniel J. Weinrot	 	 
	 

	 	3355 Las Vegas Blvd South	 	 
	Address:

	 	Las Vegas, NV 89109	 	 
	 
	 	 	 	 
	Occupation:

	 	Attorney	 	 
	 
	 	 	 	 
	(Note: These details are to be completed in the
witness’s own hand writing.)	 	 







			
	 	 	 
	Bella — Deed of Subordination
	 	Page 21












 






	 	 	 	 	 	 	 	 	 
	EXECUTED AS A DEED by

	 	 	)	 	 	 	 	 
	VENETIAN MARKETING INC.:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	/s/ Kenneth J. Kay	 	 
	 

	 	 	)	 	 	 

Duly Authorised Signatory
	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	Name: Kenneth J. Kay	 	 
	 

	 	 	)	 	 	            Senior Vice President and Chief	 	 
	 

	 	 	)	 	 	Title:   Financial Officer	 	 
	 

	 	 	)	 	 	 	 	 






in the presence of:




	 	 	 	 	 
	/s/ Daniel J. Weinrot	 	 
	 	 	 
	Signature of Witness	 	 
	 
	 	 	 	 
	Name:

	 	Daniel J. Weinrot	 	 
	 

	 	3355 Las Vegas Blvd South	 	 
	Address:

	 	Las Vegas, NV 89109	 	 
	 
	 	 	 	 
	Occupation:

	 	Attorney	 	 
	 
	 	 	 	 
	(Note: These details are to be completed in the
witness’s own hand writing.)	 	 







			
	 	 	 
	Bella — Deed of Subordination
	 	Page 22












 






The Companies




	 	 	 	 	 	 	 	 	 
	EXECUTED AS A DEED by

	 	 	)	 	 	 	 	 
	VENETIAN VENTURE DEVELOPMENT

	 	 	)	 	 	 	 	 
	INTERMEDIATE II:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	/s/ Michael A. Leven	 	 
	 

	 	 	)	 	 	 

Duly Authorised Signatory
	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	Name: Michael A. Leven	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	Title: Director	 	 
	 

	 	 	)	 	 	 	 	 






in the presence of:




	 	 	 	 	 
	/s/ Daniel J. Weinrot	 	 
	 	 	 
	Signature of Witness	 	 
	 
	 	 	 	 
	Name:

	 	Daniel J. Weinrot	 	 
	 

	 	3355 Las Vegas Blvd South	 	 
	Address:

	 	Las Vegas, NV 89109	 	 
	 
	 	 	 	 
	Occupation:

	 	Attorney	 	 
	 
	 	 	 	 
	(Note: These details are to be completed in the
witness’s own hand writing.)	 	 







			
	 	 	 
	Bella — Deed of Subordination
	 	Page 23












 





	 	 	 	 	 	 	 	 	 
	EXECUTED AS A DEED by

	 	 	)	 	 	 	 	 
	VENETIAN VENTURE

	 	 	)	 	 	 	 	 
	DEVELOPMENT INTERMEDIATE

	 	 	)	 	 	 	 	 
	LIMITED:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	/s/ Kenneth J. Kay	 	 
	 

	 	 	)	 	 	 

Duly Authorised Signatory
	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	Name: Kenneth J. Kay	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	Title: Director	 	 
	 

	 	 	)	 	 	 	 	 






in the presence of:




	 	 	 	 	 
	/s/ Daniel J. Weinrot	 	 
	 	 	 
	Signature of Witness	 	 
	 
	 	 	 	 
	Name:

	 	Daniel J. Weinrot	 	 
	 

	 	3355 Las Vegas Blvd South	 	 
	Address:

	 	Las Vegas, NV 89109	 	 
	 
	 	 	 	 
	Occupation:

	 	Attorney	 	 
	 
	 	 	 	 
	(Note: These details are to be completed in the
witness’s own hand writing.)	 	 







			
	 	 	 
	Bella — Deed of Subordination
	 	Page 24












 






	 	 	 	 	 	 	 	 	 
	EXECUTED AS A DEED by

	 	 	)	 	 	 	 	 
	VENETIAN MACAU LIMITED:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	/s/ Luis Nuno Mesquita de Melo	 	 
	 

	 	 	)	 	 	 

Duly Authorised Signatory
	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	Name: Luis Nuno Mesquita de Melo	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	Title: Director	 	 
	 

	 	 	)	 	 	 	 	 






in the presence of:




	 	 	 	 	 
	/s/ Jose Borges Rodrigues	 	 
	 	 	 
	Signature of Witness	 	 
	 
	 	 	 	 
	Name:

	 	Jose Borges Rodrigues	 	 
	 

	 	Travessa Da Misericordia,	 	 
	Address:

	 	N-6, 3-A, Macau	 	 
	 
	 	 	 	 
	Occupation:

	 	Advogado	 	 
	 
	 	 	 	 
	(Note: These details are to be completed in the
witness’s own hand writing.)	 	 







			
	 	 	 
	Bella — Deed of Subordination
	 	Page 25












 






	 	 	 	 	 	 	 	 	 
	EXECUTED AS A DEED by

	 	 	)	 	 	 	 	 
	VENETIAN COTAI LIMITED:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	/s/ Luis Nuno Mesquita de Melo	 	 
	 

	 	 	)	 	 	 

Duly Authorised Signatory
	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	Name: Luis Nuno Mesquita de Melo	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	Title: Director	 	 
	 

	 	 	)	 	 	 	 	 






in the presence of:




	 	 	 	 	 
	/s/ Jose Borges Rodrigues

	 	 
	 	 	 
	Signature of Witness	 	 
	 
	 	 	 	 
	Name:

	 	Jose Borges Rodrigues	 	 
	 

	 	Travessa Da Misericordia,	 	 
	Address:

	 	N-6, 3-A, Macau	 	 
	 
	 	 	 	 
	Occupation:

	 	Advogado	 	 
	 
	 	 	 	 
	(Note: These details are to be completed in the
witness’s own hand writing.)	 	 







			
	 	 	 
	Bella — Deed of Subordination
	 	Page 26











 






	 	 	 	 	 	 	 	 	 
	EXECUTED AS A DEED by

	 	 	)	 	 	 	 	 
	VML US FINANCE LLC:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	/s/ Kenneth J. Kay	 	 
	 

	 	 	)	 	 	 

Duly Authorised Signatory
	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	Name: Kenneth J. Kay	 	 
	 

	 	 	)	 	 	            Senior Vice President and Chief	 	 
	 

	 	 	)	 	 	Title:   Financial Officer	 	 
	 

	 	 	)	 	 	 	 	 






in the presence of:




	 	 	 	 	 
	/s/ Daniel J. Weinrot
 	 	 
	Signature of Witness	 	 
	 
	 	 	 	 
	Name:

	 	Daniel J. Weinrot	 	 
	 

	 	3355 Las Vegas Blvd South	 	 
	Address:

	 	Las Vegas, NV 89109	 	 
	 
	 	 	 	 
	Occupation:

	 	Attorney	 	 
	 
	 	 	 	 
	(Note: These details are to be completed in the
witness’s own hand writing.)	 	 







			
	 	 	 
	Bella — Deed of Subordination
	 	Page 27












 






	 	 	 	 	 	 	 	 	 
	EXECUTED AS A DEED by

	 	 	)	 	 	 	 	 
	VENETIAN MACAU FINANCE

	 	 	)	 	 	 	 	 
	COMPANY:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	/s/ Kenneth J. Kay	 	 
	 

	 	 	)	 	 	 

Duly Authorised Signatory
	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	Name: Kenneth J. Kay	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	Title: Director	 	 
	 

	 	 	)	 	 	 	 	 






in the presence of:




	 	 	 	 	 
	/s/ Daniel J. Weinrot	 	 
	 	 	 
	Signature of Witness	 	 
	 
	 	 	 	 
	Name:

	 	Daniel J. Weinrot	 	 
	 

	 	3355 Las Vegas Blvd South	 	 
	Address:

	 	Las Vegas, NV 89109	 	 
	 
	 	 	 	 
	Occupation:

	 	Attorney	 	 
	 
	 	 	 	 
	(Note: These details are to be completed in the
witness’s own hand writing.)	 	 







			
	 	 	 
	Bella — Deed of Subordination
	 	Page 28












 






	 	 	 	 	 	 	 	 	 
	EXECUTED AS A DEED by

	 	 	)	 	 	 	 	 
	SANDS CHINA LTD.:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	/s/ Steven Craig Jacobs	 	 
	 

	 	 	)	 	 	 

Duly Authorised Signatory
	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	Name: Steven Craig Jacobs	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	Title: Director	 	 
	 

	 	 	)	 	 	 	 	 






in the presence of:




	 	 	 	 	 
	/s/ Dylan J. Williams	 	 
	 	 	 
	Signature of Witness	 	 
	 
	 	 	 	 
	Name:

	 	Dylan J. Williams	 	 
	Address:

	 	Address illegible	 	 
	 
	 	 	 	 
	Occupation:

	 	Associate General Counsel	 	 
	 
	 	 	 	 
	(Note: These details are to be completed in the
witness’s own hand writing.)	 	 







			
	 	 	 
	Bella — Deed of Subordination
	 	Page 29












 






	 	 	 	 	 	 	 	 	 
	EXECUTED AS A DEED by

	 	 	)	 	 	 	 	 
	COTAI FERRY COMPANY LIMITED:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	/s/ Luis Nuno Mesquita de Melo	 	 
	 

	 	 	)	 	 	 

Duly Authorised Signatory
	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	Name: Luis Nuno Mesquita de Melo	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	Title: Director	 	 
	 

	 	 	)	 	 	 	 	 






in the presence of:




	 	 	 	 	 
	/s/ Jose Borges Rodrigues	 	 
	 	 	 
	Signature of Witness	 	 
	 
	 	 	 	 
	Name:

	 	Jose Borges Rodrigues	 	 
	 

	 	Travessa Da Misericordia,	 	 
	Address:

	 	N-6, 3-A, Macau	 	 
	 
	 	 	 	 
	Occupation:

	 	Advogado	 	 
	 
	 	 	 	 
	(Note: These details are to be completed in the
witness’s own hand writing.)	 	 







			
	 	 	 
	Bella — Deed of Subordination
	 	Page 30











 






	 	 	 	 	 	 	 	 	 
	EXECUTED AS A DEED by

	 	 	)	 	 	 	 	 
	VENETIAN ORIENT LIMITED:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	/s/ Luis Nuno Mesquita de Melo	 	 
	 

	 	 	)	 	 	 

Duly Authorised Signatory
	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	Name: Luis Nuno Mesquita de Melo	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	Title: Director	 	 
	 

	 	 	)	 	 	 	 	 






in the presence of:




	 	 	 	 	 
	/s/ Jose Borges Rodrigues	 	 
	 	 	 
	Signature of Witness	 	 
	 
	 	 	 	 
	Name:

	 	Jose Borges Rodrigues	 	 
	 

	 	Travessa Da Misericordia,	 	 
	Address:

	 	N-6, 3-A, Macau	 	 
	 
	 	 	 	 
	Occupation:

	 	Advogado	 	 
	 
	 	 	 	 
	(Note: These details are to be completed in the
witness’s own hand writing.)	 	 







			
	 	 	 
	Bella — Deed of Subordination
	 	Page 31












 






	 	 	 	 	 	 	 	 	 
	EXECUTED AS A DEED by

	 	 	)	 	 	 	 	 
	VENETIAN TRAVEL LIMITED:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	/s/ Luis Nuno Mesquita de Melo	 	 
	 

	 	 	)	 	 	 

Duly Authorised Signatory
	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	Name: Luis Nuno Mesquita de Melo	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	Title: Director	 	 
	 

	 	 	)	 	 	 	 	 






in the presence of:




	 	 	 	 	 
	/s/ Jose Borges Rodrigues	 	 
	 	 	 
	Signature of Witness	 	 
	 
	 	 	 	 
	Name:

	 	Jose Borges Rodrigues	 	 
	 

	 	Travessa Da Misericordia,	 	 
	Address:

	 	N-6, 3-A, Macau	 	 
	 
	 	 	 	 
	Occupation:

	 	Advogado	 	 
	 
	 	 	 	 
	(Note: These details are to be completed in the
witness’s own hand writing.)	 	 







			
	 	 	 
	Bella — Deed of Subordination
	 	Page 32












 






	 	 	 	 	 	 	 	 	 
	EXECUTED AS A DEED by

	 	 	)	 	 	 	 	 
	VENETIAN RETAIL LIMITED:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	/s/ Luis Nuno Mesquita de Melo	 	 
	 

	 	 	)	 	 	 

Duly Authorised Signatory
	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	Name: Luis Nuno Mesquita de Melo	 	 
	 

	 	 	)

)	 	 	Title: Director	 	 
	 

	 	 	)	 	 	 	 	 






in the presence of:




	 	 	 	 	 
	/s/ Jose Borges Rodrigues	 	 
	 	 	 
	Signature of Witness	 	 
	 
	 	 	 	 
	Name:

	 	Jose Borges Rodrigues	 	 
	 

	 	Travessa Da Misericordia,	 	 
	Address:

	 	N-6, 3-A, Macau	 	 
	 
	 	 	 	 
	Occupation:

	 	Advogado	 	 
	 
	 	 	 	 
	(Note: These details are to be completed in the
witness’s own hand writing.)	 	 







			
	 	 	 
	Bella — Deed of Subordination
	 	Page 33












 






EXECUTION VERSION




DATED 4 SEPTEMBER 2009




CITICORP INTERNATIONAL LIMITED

in its capacity as Trustee of the Bondholders

(as Senior Creditor)




LAS VEGAS SANDS CORP.

LAS VEGAS SANDS, LLC

VENETIAN CASINO RESORT, LLC

VENETIAN MARKETING, INC.

(as Subordinated Creditors)




VENETIAN VENTURE DEVELOPMENT INTERMEDIATE II

VENETIAN VENTURE DEVELOPMENT INTERMEDIATE LIMITED VENETIAN MACAU LIMITED

VENETIAN COTAI LIMITED

VML US FINANCE LLC

VENETIAN MACAU FINANCE COMPANY

SANDS CHINA LTD.

COTAI FERRY COMPANY LIMITED

VENETIAN ORIENT LIMITED

VENETIAN TRAVEL LIMITED

VENETIAN RETAIL LIMITED

(as Companies)




 






DEED OF SUBORDINATION




 











 









 





CONTENTS




	 	 	 	 	 
	CLAUSE	 	PAGE	 
	 
	 	 	 	 
	1. DEFINITIONS AND INTERPRETATION
	 	 	1	 
	2. SUBORDINATION
	 	 	2	 
	3. TURNOVER PROVISIONS AND SET OFF
	 	 	3	 
	4. COVENANTS
	 	 	4	 
	5. PERMITTED PAYMENTS
	 	 	6	 
	6. CONSENTS
	 	 	6	 
	7. REPRESENTATIONS AND WARRANTIES
	 	 	7	 
	8. PROTECTION OF SUBORDINATION
	 	 	8	 
	9. POWER OF ATTORNEY
	 	 	10	 
	10. AMENDMENT
	 	 	10	 
	11. FURTHER ASSURANCE
	 	 	10	 
	12. SEVERABILITY
	 	 	10	 
	13. NOTICES
	 	 	10	 
	14. WAIVERS
	 	 	12	 
	15. ENTIRE AGREEMENT
	 	 	13	 
	16. COUNTERPARTS
	 	 	13	 
	17. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
	 	 	13	 
	18. GOVERNING LAW AND JURISDICTION
	 	 	13	 







			
	 	 	 
	Bella — Deed of Subordination
	 	Page I