exv10w1






Exhibit 10.1




Execution Version




CONVERTIBLE NOTE PURCHASE AGREEMENT




          CONVERTIBLE NOTE PURCHASE AGREEMENT, dated September 30, 2008 (this “Agreement”), is
entered into by and among Las Vegas Sands Corp. (the “Company”) and the person listed on
Schedule A (the “Purchaser”), and relates to the purchase by the Purchaser of
$475,000,000 in aggregate principal amount of the Notes (as defined below).




          WHEREAS, the Board of Directors of the Company and a Special Committee of the Board of
Directors of the Company have determined it is in the best interests of the Company to issue and
sell to the Purchaser the Notes (as defined below) on the terms and subject to the conditions set
forth in this Agreement.




          WHEREAS, the Company wishes to issue and sell to the Purchaser, and the Purchaser wishes to
purchase, the Notes (as defined below) on the terms and subject to the conditions set forth in this
Agreement.




          NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and
for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the
parties hereto agree as follows:




ARTICLE 1




DEFINITIONS




          1.1 Definitions. As used in this Agreement, and unless the context requires a
different meaning, the following terms shall have the meanings set forth below:



          “10-Q Reference Date” has the meaning set forth in Section 3.7 of this
Agreement.



          “2004 Equity Award Plan” means the Las Vegas Sands Corp. 2004 Equity Award Plan, as
amended by the First Amendment thereto, dated February 5, 2007.



          “Amended and Restated Registration Rights Agreement” means the Amended and Restated
Registration Rights Agreement, dated as of September 30, 2008, among the Company and the
stockholders named therein.



          “Approval Default” has the meaning set forth in Section 5.7 of this Agreement.



          “Approval Fee” has the meaning set forth in Section 5.7 of this Agreement.



          “Approvals” means (i) obtaining an Effective Stockholder Consent or any other
shareholder approval required under the rules and regulations of the New



 









 







York Stock Exchange, (ii)
the listing of the Common Stock issuable upon conversion of the Notes on the New York Stock
Exchange, (iii) the receipt of any approval required in connection with the transactions
contemplated by the Note Documents (and the issuance of the Underlying Shares upon conversion of
the Notes) pursuant to any regulations of the Nevada Gaming Commission, the general laws, specific
gaming laws, various regulations and licensing and regulatory control of the Macau government and
Gaming Inspection and Coordination Bureau, the Pennsylvania Gaming Control Board and the government
of the State of Pennsylvania, the Singapore Tourism Board and the Singapore government and any
other Governmental Authority charged with regulating any gaming activity conducted by the Company
and (iv) receipt of any approval of any other applicable Governmental Authority necessary in
connection with the transactions contemplated by the Note Documents (and the issuance of the
Underlying Shares upon conversion of the Notes) (including Hart-Scott-Rodino clearance, to the
extent necessary) and the expiration of all applicable waiting periods.



          “Authorization” has the meaning set forth in Section 3.21 of this Agreement.



          “Capital Stock” (i) of any Person that is a corporation, means any and all shares,
interests, participations, rights or other equivalents (however designated) of corporate stock; and
(ii) of any other Person, means any and all partnership, membership or other equity interests of
such Person.



          “Code” has the meaning set forth in Section 3.26 of this Agreement.



          “Commission” means the Securities and Exchange Commission or any similar agency then
having jurisdiction to enforce the Securities Act.



          “Common Stock” means the shares of the Company’s common stock, par value $0.001 per
share.



          “Consolidated Historical Financial Statements” has the meaning set forth in
Section 3.20 of this Agreement.



          “Convertibility Date” means the date on which the Company obtains each of the required
Approvals.



          “Credit Agreement” means the Credit and Guarantee Agreement, dated as of May 23, 2007,
by and among Las Vegas Sands, LLC, the affiliates of Las Vegas Sands, LLC named therein as
guarantors, the lenders party hereto from time to time, The Bank of Nova Scotia, as administrative
agent for the lenders and as collateral agent, Goldman Sachs Credit Partners L.P., Lehman Brothers
Inc. and Citigroup Global
Markets Inc., as joint lead arrangers and joint bookrunners and as syndication agents, and
JPMorgan Chase Bank, as documentation agent.



          “Effective Stockholder Consent” means the effectiveness of the Stockholder Consent
upon the passage of 20 calendar days following the distribution of



			
	 	 	 
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the Information Statement to the holders of Common Stock pursuant to Section 5.2
hereof and in accordance with the applicable rules and regulations of the Commission.




          “Equity Interests” of any Person means (i) Capital Stock of such Person or (ii)
warrants or options exercisable for, other securities convertible into or exchangeable for, or
other rights to acquire (whether by conversion, exercise, exchange or otherwise) Capital Stock of
such Person.



          “Environmental Laws” has the meaning set forth in Section 3.28 of this
Agreement.



          “ERISA” has the meaning set forth in Section 3.26 of this Agreement.



          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the Commission thereunder.



          “FF&E Agreement” means the Amended and Restated FF&E Credit and Guarantee Agreement,
dated as of August 21, 2007, by and among Las Vegas Sands, LLC, as the borrower, certain affiliates
of the borrower as guarantors, the lenders party thereto from time to time, General Electric
Capital Corporation, as administrative agent for the lenders and as collateral agent and GE Capital
Markets, Inc., as lead arranger and bookrunner.



          “Governmental Authority” means the government of any nation, state, city, locality or
other political subdivision of any thereof, any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government.



          “Indenture” means the indenture, dated as of September 30, 2008, as supplemented by
the supplemental indenture, dated as of September 30, 2008, between U.S. Bank, National
Association, as trustee, and the Company, in the form attached as Exhibit A hereto.



          “Information Statement” has the meaning set forth in Section 5.2 of this
Agreement.



          “Intellectual Property” has the meaning set forth in Section 3.22 of this
Agreement.



          “Investor Rights Agreement” means the Investor Rights Agreement, dated as of the
Closing Date, by and among the Company and the Purchaser.



          “Material Adverse Effect” has the meaning set forth in Section 3.7 of this
Agreement.



          “Material Subsidiaries” has the meaning set forth in Section 3.9 of this
Agreement.


 
			
	 	 	 
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          “Money Laundering Laws” has the meaning set forth in Section 3.30 of this
Agreement.



          “Note Documents” means this Agreement, the Indenture, the Notes and the Amended and
Restated Registration Rights Agreement.



          “Notes” means the Company’s 61/2% Convertible Senior Notes due 2013, issued by the
Company pursuant to the Indenture.



          “Person” means any individual, firm, corporation, partnership, limited liability
company, trust, incorporated or unincorporated association, joint venture, joint stock company,
Governmental Authority or other entity of any kind.



          “Recent Public Filings” has the meaning set forth in Section 3.7 of this
Agreement.



          “Securities Act” means the Securities Act of 1933, as amended, and the rules and
regulations of the Commission thereunder.



          “Stockholder Consent” means the written consent of holders of a majority of the
outstanding shares of Common Stock approving the issuance of Common Stock upon conversion of the
Notes in the form attached as Exhibit B hereto.



          “Subsidiary” or “Subsidiaries” means, with respect to any Person, any
corporation more than 50% of the Voting Stock of which is owned directly or indirectly by such
Person, and any partnership, association, joint venture or other entity in which such Person owns
more than 50% of the equity interests or has the power to elect a majority of the board of
directors or other governing body.



          “Trustee” means U.S. Bank, National Association, or any successor trustee under the
Indenture.



          “Underlying Shares” means the shares of Common Stock into which the Notes are
convertible.



          “Voting Stock”, as applied to the stock of any corporation, means stock of any class
or classes (however designated) having by the terms thereof ordinary voting power to elect a
majority of the members of the board of directors (or other governing body) of such corporation
other than stock having such power only by reason of the happening of a contingency.



ARTICLE 2




PURCHASE AND SALE OF NOTES




          2.1 Issue and Sale of Notes. Subject to the terms and conditions herein set forth,
the Company agrees to issue and sell to the Purchaser the aggregate principal amount of Notes set
forth opposite the Purchaser’s name on Schedule A to this


 
			
	 	 	 
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Agreement, and the Purchaser
agrees to pay the Company the purchase price set forth opposite the Purchaser’s name on
Schedule A to this
Agreement (the “Purchase Price”).



          2.2 Closing. The purchase of Notes shall take place at the closing (the
“Closing”) to be held at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP, on
the date hereof (the “Closing Date”). Subject to the satisfaction of the conditions
relating to the Closing set forth in Section 2.3 and Section 2.4, at the Closing,
(x) the Company shall issue a Note in the aggregate principal amount set forth opposite the
Purchaser’s name on Schedule A to this Agreement, dated the Closing Date and registered in
the Purchaser’s name (or in the name of its nominee), the Trustee will authenticate such Note, and
the Company shall deliver such issued and authenticated Note to the Purchaser and (y) the Purchaser
shall pay to the Company the Purchase Price by wire transfer of immediately available funds to the
account or accounts designated by the Company in writing to the Purchaser prior to the Closing.



          2.3 Company Conditions to Closing. The obligations of the Company to be performed at
the Closing shall be subject to the satisfaction of the condition that the representations and
warranties set forth in Article IV of the Purchaser shall be true and correct on and as of
the Closing Date.



          2.4 Purchaser Conditions to Closing. The obligations of the Purchaser to be
performed at the Closing shall be subject to the satisfaction of the following conditions:



               (a) Representations and Warranties. The representations and warranties set forth in
Article III shall be true and correct on and as of the Closing Date.



               (b) Certificates; Resolutions. The Purchaser shall have received a certificate of the
Secretary or Assistant Secretary of the Company setting forth (a) resolutions of the Board of
Directors of the Company with respect to the authorization of the Company to execute, deliver and
perform its obligations under each Note Document to which it is a party, issue the Notes and enter
into the transactions contemplated by the Note Documents, (b) the officers of the Company who are
authorized to sign the Notes and the other Note Documents, (c) specimen signatures of
such authorized officers, and (d) the Amended and Restated Articles of Incorporation and
Amended and Restated Bylaws of the Company certified as being true and complete. The Purchaser
shall have received a copy of resolutions of the Special Committee of the Board of Directors of the
Company recommending that the Board of Directors of the Company approve the transactions
contemplated by the Note Documents. The Purchaser shall have received a certificate of an officer
of the Company certifying as to such matters as the Purchaser may reasonably specify.



               (c) Note Documents. The Purchaser shall have received from the Company counterparts
of each Note Document (other than the Notes) signed on behalf of each party thereto other than the
Purchaser.


 
			
	 	 	 
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               (d) Notes. The Purchaser shall have received each Note that is to be issued to the
Purchaser at the Closing.



               (e) Opinions. The Purchaser shall have received written opinions, addressed to it,
issued by (i) Paul, Weiss, Rifkind, Wharton & Garrison LLP, securities counsel to the Company, (ii)
Lionel Sawyer & Collins, Nevada counsel to the Company, and (iii) Snell & Wilmer LLP, Nevada gaming
counsel to the Company, in each case, in form and substance satisfactory to the Purchaser.



               (f) Purchase Permitted by Applicable Law, etc. On the Closing Date, (a) the
Purchaser’s purchase of the Notes to be purchased by the Purchaser at the Closing shall (i) be
permitted by the laws and regulations of each jurisdiction to which the Purchaser is subject, (ii)
not violate any applicable law or regulation (including, without limitation, Regulation T, U or X
of the Board of Governors of the Federal Reserve System) and (iii) not subject the Purchaser to any
tax, penalty or liability under or pursuant to any applicable law or regulation, and (b) no
litigation shall be pending or threatened, which does or, with respect to any threatened
litigation, seeks to, enjoin, prohibit or restrain, the purchase or repayment of any Notes or the
consummation of the transactions contemplated by this Agreement or any other Note Document. If
requested by the Purchaser, the Purchaser shall have received a certificate of an officer of the
Company certifying as to such matters of fact as the Purchaser may reasonably specify to enable the
Purchaser to determine whether the Purchaser’s receipt of such Notes is so permitted.



               (g) Default. At the time of and immediately after giving effect to each purchase of
the Notes contemplated hereby, no event that would constitute a “Default” or “Event of Default”
under the terms of the Indenture shall have occurred and be continuing.



               (h) Note Documents. Each of the Note Documents relating to the Purchaser’s investment
in the Notes shall have been executed and delivered in a form acceptable to the Purchaser.



ARTICLE 3




REPRESENTATIONS AND WARRANTIES OF THE COMPANY




          The Company represents and warrants to, and agrees with, the Purchaser as follows:



          3.1 The Company has the full power and authority to execute and deliver, and perform its
obligations under this Agreement and the other Note Documents and to issue and sell the Notes and
to consummate the transactions contemplated hereby and thereby. The execution and delivery by the
Company of this Agreement and the other Note Documents, the issuance and sale of the Notes, and the
consummation by the Company of the transactions contemplated hereby and thereby have been duly
authorized by all necessary corporate action on the part of the Company


 
			
	 	 	 
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and no other corporate
proceedings on the part of the Company are necessary to approve this Agreement or any other Note
Document, the issuance and sale of the Notes, or the consummation of the transactions contemplated
hereby and thereby. The Company’s Board of Directors has authorized the stockholders of the
Company to act by written consent to approve the issuance of Common Stock upon conversion of the
Notes. The Company has duly executed and delivered this Agreement and the other Note Documents,
and, assuming due execution and delivery of this Agreement by the Purchaser, due execution and
delivery of the Indenture by the Trustee, and due authentication of the Notes by the Trustee, this
Agreement and the other Note Documents constitute the legal, valid and binding obligations of the
Company, enforceable against the Company in accordance with their respective terms, except (i) as
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ rights
generally or by equitable principles relating to enforceability and (ii) to the extent that the
indemnification and contribution provisions of the Investor Rights Agreement and the Amended and
Restated Registration Rights Agreement may be unenforceable by virtue of contravening public
policy.



          3.2 The Underlying Shares have been duly authorized and, when issued upon conversion of the
Notes against payment of the conversion price, will be validly issued, fully paid and nonassessable
and will conform in all material respects to the description of the Common Stock set forth under
the caption “Description of Capital Stock” in the Company’s Registration Statement on Form S-1
(File No. 333-131845) filed on February 14, 2006.



               (a) The Board of Directors of the Company has duly and validly adopted resolutions initially
reserving 9,566,975 shares of Common Stock for the purpose of enabling the Company to satisfy any
obligations to issue and deliver Underlying Shares upon conversion of the Notes.



               (b) Other than pursuant to the Investor Rights Agreement, no Person is entitled to preemptive
or other rights to subscribe for the Notes or Underlying Shares.



          3.3 Neither the execution and delivery of this Agreement, the Indenture and the Notes, the
issuance and sale of the Notes, nor the consummation of the transactions contemplated hereby and
thereby will conflict with or result in any violation of or constitute a default under any term of
any material agreement, mortgage, indenture, license, permit, lease, or other instrument, judgment,
decree, order, law, or regulation by which the Company or any of its Subsidiaries is bound.



          3.4 Assuming the accuracy of the representations and warranties and compliance with the
covenants contained herein by the Purchaser, and the compliance by the Purchaser with the transfer
restrictions on the Notes set forth in the Indenture, no consent, approval, authorization, order,
registration or qualification of or with any such court or governmental agency or body is required
by the Company or its Subsidiaries for the execution and delivery of this Agreement, the Indenture
and the Notes, the



			
	 	 	 
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issuance and sale of the Notes, or the consummation by the Company of the
transactions contemplated hereby and thereby, except the filing with the Commission of the
Information Statement, the filing with the Commission of a Current Report on Form 8-K relating to
the execution and delivery of this Agreement, the Indenture and the Notes and the issuance and sale
of the Notes, and the listing of Common Stock issuable upon conversion of the Notes on the New York
Stock Exchange, and such consents, approvals, authorizations, orders, registrations and
qualifications that have been obtained and are in full force and effect as of the Closing Date.



          3.5 Neither the Company nor any person acting on its behalf has offered to sell the Notes by
means of any form of general solicitation or general advertising within the meaning of Rule 502(c)
under the Securities Act.



          3.6 Except for the execution of the Stockholder Consent by holders of a majority of the
outstanding shares of Common Stock, no vote of the holders of any class or series of Capital Stock
of the Company (in their capacity as such holders) is necessary to approve or consummate the
transactions contemplated by this Agreement, the Indenture and the Notes, including the issuance of
the Notes to the Purchaser and the conversion of the Notes into Common Stock.



          3.7 Neither the Company nor any of its Subsidiaries has sustained since the date of the latest
financial statements included in the Company’s most recent quarterly report filed with the
Commission on Form 10-Q (the “10-Q Reference Date”) any material loss or interference with
its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or
from any labor dispute or court or governmental action, order or decree, otherwise than as set
forth in or contemplated by the Company’s Annual Report filed with the Commission on Form 10-K for
the year ending December 31, 2007 and any other periodic or current reports filed with the
Commission thereafter (the Form 10-K together with such subsequent reports, the “Recent Public
Filings”); and, since the 10-Q Reference Date, there has not been any change in the Capital
Stock other than issuance of Common Stock pursuant to awards made under the 2004 Equity Award Plan
or any increase in the long-term debt (except as previously disclosed to the Purchaser) of the
Company or any of its Subsidiaries or any material adverse change, or any development that could
reasonably be expected to
result in a material adverse change, in or affecting the general affairs, management,
business, properties, prospects or condition (financial or other), stockholders’ equity or results
of operations of the Company and its subsidiaries, taken as a whole, otherwise than as set forth or
contemplated in the Recent Public Filings (any such change or event, a “Material Adverse
Effect”).



          3.8 The Company and its Subsidiaries have good and marketable title in fee simple to all
material real property and good and marketable title to all material personal property owned by
them, in each case free and clear of all liens, encumbrances and defects except such as are
described in the Recent Public Filings or such as do not materially affect the value of such
property and do not materially interfere with the use made and proposed to be made of such property
by the Company and its subsidiaries; and any real property and buildings held under lease by the
Company and its


 
			
	 	 	 
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Subsidiaries are held by them under valid, subsisting and enforceable leases with
such exceptions as are described in the Recent Public Filings or are not material and do not
interfere with the use made and proposed to be made of such property and buildings by the Company
and its subsidiaries.



          3.9 The Company has been duly incorporated and is validly existing as a corporation in good
standing under the laws of the State of Nevada with power and authority (corporate and other) to
own its properties and conduct its business as described in the Recent Public Filings and has been
duly qualified to do business as a foreign corporation for the transaction of business and is in
good standing under the laws of each other jurisdiction in which it owns or leases properties or
conducts any business so as to require such qualification, except where the failure to be so
qualified or in good standing would not, individually or in the aggregate, have a Material Adverse
Effect; and each of Las Vegas Sands, LLC, Venetian Casino Resort, LLC, Interface Group-Nevada,
Inc., Palazzo Condo Tower, LLC, Sands Pennsylvania, Inc., Sands Bethworks Gaming, LLC, Venetian
Venture Development, LLC, Venetian Venture Development Intermediate I, Venetian Venture Development
Intermediate II, Venetian Venture Development Intermediate Limited, Venetian Macau Limited,
Venetian Cotai Limited, Venetian Orient Limited, Cotai Waterjets (Macau) Limited, Cotai Waterjets
(HK) Limited, CotaiJet Holdings (II) Limited and Marina Bay Sands Pte. Ltd. (collectively, the
“Material Subsidiaries”), each of which is a Subsidiary of the Company, has been duly
incorporated or organized and is validly existing as a corporation or limited liability company, as
the case may be, in good standing under the laws of its jurisdiction of incorporation or formation,
as the case may be; and each of the Subsidiaries of the Company, other than the Material
Subsidiaries, has been duly incorporated or organized and is validly existing as a corporation or
limited liability company, as the case may be, in good standing under the laws of its jurisdiction
of incorporation or formation, as the case may be, except where the failure to be in good standing
would not have a Material Adverse Effect.



          3.10 The Company has an authorized capitalization as set forth in the Recent Public Filings,
all of the issued shares of Capital Stock of the Company have been duly and validly authorized and
issued and are fully paid and non-assessable; and all of the issued shares of Capital Stock or
other ownership interests, as the case may be,
of each subsidiary of the Company have been duly and validly authorized and issued, are fully
paid and non-assessable and (except as otherwise set forth in the Recent Public Filings) and,
except for certain of the Company’s Subsidiaries are owned directly or indirectly by the Company,
free and clear of all liens, encumbrances, equities or claims.



          3.11 Prior to the Closing Date, neither the Company nor any of its affiliates has taken any
action which is designed to or which has constituted or which might have been expected to cause or
result in stabilization or manipulation of the price of any security of the Company in connection
with the offering of the Notes.



          3.12 The issuance and sale of the Notes and the compliance by the Company with all of the
provisions of the Notes, the Indenture and this Agreement and the consummation of the transactions
herein and therein contemplated will not conflict


 
			
	 	 	 
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with or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, (i) any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any
of the property or assets of the Company or any of its Subsidiaries is subject, (ii) the provisions
of the Amended and Restated Articles of Incorporation or Amended and Restated By-laws of the
Company or (iii) except for obtaining any Approvals in respect of the transactions contemplated by
the Note Documents and assuming the accuracy of the representations and warranties and compliance
with the covenants contained herein by the holders of the Notes with the transfer restrictions on
the Notes described in the Indenture, any statute applicable to the Company or any order, rule or
regulation applicable to the Company of any court or governmental agency or body having
jurisdiction over the Company or any of its Subsidiaries or any of their properties except, in the
case of clauses (i) and (iii), for such conflicts, breaches, violations or defaults as would not
have a Material Adverse Effect; and, assuming the accuracy of the representations and warranties
and compliance with the covenants contained herein by the holders of the Notes with the transfer
restrictions on the Notes described in the Indenture, no consent, approval, authorization, order,
registration or qualification of or with any such court or governmental agency or body is required
by the Company or its Subsidiaries for the issue and sale of the Notes or the consummation by the
Company of the transactions contemplated by this Agreement or the Indenture, except filings made
pursuant to the Amended and Restated Registration Rights Agreement, filings related to the
transactions contemplated hereby on Schedule 13D or 13G, Form 4 and Form 8-K or under applicable
gaming laws with the Commission and such consents, approvals, authorizations, registrations or
qualifications as may be required under state securities or Blue Sky laws or foreign securities
laws, as applicable, in connection with the purchase and distribution of the Notes and such
consents, approvals, authorizations, orders, registrations and qualifications that have been
obtained and are in full force and effect as of the Closing Date.



          3.13 Neither the Company nor any of its Subsidiaries is (i) in violation of its Amended and
Restated Articles of Incorporation or Amended and Restated By-laws or limited liability company
agreement or similar organizational document, as applicable, or (ii) in default in the performance
or observance of any material
obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan
agreement, lease or other agreement or instrument to which it is a party or by which it or any of
its properties may be bound, except in the case of clause (ii) as would not have a Material Adverse
Effect.



          3.14 Other than as set forth in the Recent Public Filings, there are no legal or governmental
proceedings pending to which the Company or any of its Subsidiaries is a party or of which any
property of the Company or any of its Subsidiaries is the subject which now have or could
reasonably be expected in the future to have a Material Adverse Effect; and, to the Company’s
knowledge, no such proceedings are threatened or contemplated by governmental authorities or
threatened by others.


 
			
	 	 	 
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          3.15 The Company is not, and after giving effect to the offering and sale of the Notes and the
application of the proceeds thereof, will not be an “investment company,” as such term is defined
in the United States Investment Company Act of 1940, as amended.



          3.16 The Company maintains a system of internal control over financial reporting (as such term
is defined in Rule 13a-15(f) under the Exchange Act) that complies with the requirements of the
Exchange Act. Each of the Company and its Subsidiaries maintains a system of internal accounting
controls sufficient to provide reasonable assurance that (i) transactions are executed in
accordance with management’s general or specific authorizations; (ii) transactions are recorded as
necessary to permit preparation of financial statements in conformity with generally accepted
accounting principles and to maintain accountability for assets; (iii) access to assets is
permitted only in accordance with management’s general or specific authorization and (iv) the
recorded accountability for assets is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect thereto.



          3.17 The Company maintains disclosure controls and procedures (as such term is defined in Rule
13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such
disclosure controls and procedures have been designed to ensure that material information relating
to the Company and its Subsidiaries is made known to the Company’s principal executive officer and
principal financial officer by others within those entities; and such disclosure controls and
procedures are effective.



          3.18 PricewaterhouseCoopers LLP, which has audited certain financial statements of the Company
and its subsidiaries, is an independent registered public accounting firm as required by the
Securities Act and the Exchange Act and the applicable rules and regulations of the Commission
thereunder.



          3.19 The consolidated historical financial statements (the “Consolidated Historical
Financial Statements”) from the Company’s preceding three full fiscal years and any fiscal
quarters since the conclusion of the Company’s latest fiscal year contained in the Recent Public
Filings fairly present in all material respects
the consolidated financial position of the Company at the respective dates indicated and the
results of its operations and its cash flows for the respective periods indicated, in accordance
with U.S. generally accepted accounting principles consistently applied throughout such periods
(except as otherwise disclosed therein). Except as otherwise disclosed in such Consolidated
Historical Financial Statements or in any Recent Public Filings, the Consolidated Historical
Financial Statements are, in all material respects, prepared on a basis consistent with such
financial statements and the books and records of the Company.



          3.20 Except for obtaining any Approvals in respect of the transactions contemplated by the
Note Documents, each of the Company and its Subsidiaries has complied in all respects with all
laws, regulations and orders applicable to it or its


 
			
	 	 	 
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businesses including, without limitation, all
applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated
by the Commission thereunder, the laws of the State of Nevada, various regulations of the Nevada
Gaming Commission and the general laws, specific gaming laws, various regulations and licensing and
regulatory control of the Macau government and Gaming Inspection and Coordination Bureau, the
Pennsylvania Gaming Control Board and the government of the State of Pennsylvania, and the
Singapore Tourism Board and the Singapore government, in each case, other than as would not have a
Material Adverse Effect, or as otherwise described in the Recent Public Filings.



          3.21 Except for obtaining any Approvals in respect of the transactions contemplated by the
Note Documents and except as would not, individually or in the aggregate, have a Material Adverse
Effect or as otherwise described in the Recent Public Filings, (i) each of the Company and its
Subsidiaries has all certificates, consents, exemptions, orders, permits, licenses, authorizations
or other approvals (each, an “Authorization”) of and from, and has made all declarations
and filings with, all federal, state, local and other governmental authorities, all self-regulatory
organizations and all courts and other tribunals, necessary or required to engage in the business
currently conducted by it in the manner described in the Recent Public Filings; (ii) all such
Authorizations are valid and in full force and effect; and (iii) each of the Company and its
Subsidiaries is in compliance in all material respects with the terms and conditions of all such
Authorizations and with the rules and regulations of the regulatory authorities and governing
bodies having jurisdiction with respect thereto.



          3.22 Each of the Company and its Subsidiaries owns or possesses or has the right to use the
licenses, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures), trademarks, service marks and
trade names (collectively, the “Intellectual Property”) presently employed by it in
connection with, and material to, individually or in the aggregate, its operations, except where
the failure to own, possess or have the right to use would not have a Material Adverse Effect; and
neither the Company nor any of its Subsidiaries have received any notice of infringement of or
conflict with asserted rights of others with respect to the foregoing which, individually or in the
aggregate, has, or would reasonably be expected to result in, a Material Adverse Effect. To the
knowledge of the Company and its subsidiaries, the use of such Intellectual
Property in connection with the business and operations of the Company and its Subsidiaries as
described in the Recent Public Filings does not infringe on the rights of any person, except as
would not, individually or in the aggregate, result in a Material Adverse Effect.



          3.23 All income tax returns required to be filed by the Company and its Subsidiaries in all
jurisdictions have been timely and duly filed, other than those filings being contested in good
faith, except where the failure to so file any such returns could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the
Recent Public Filings, there are no income tax returns of the Company
or its Subsidiaries that are
currently being audited by state, local or federal taxing authorities or agencies (and with respect
to which the Company


 
			
	 	 	 
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	 	Page 12 of 26






 









 







or its Subsidiaries has received notice), where the findings of such audit
could reasonably be expected to result in a Material Adverse Effect. All material taxes, including
withholding taxes, penalties and interest, assessments, fees and other charges due or claimed to be
due from such entities, have been paid, other than those being contested in good faith and for
which adequate reserves have been provided or those currently payable without penalty or interest.



          3.24 Except as disclosed under the caption in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2007 entitled “Risk Factors—Risks Related to Our Business—Our insurance
coverage may not be adequate to cover all possible losses that our properties could suffer. In
addition our insurance costs may increase and we may not be able to obtain the same insurance
coverage in the future,” each of the Company and its Subsidiaries maintains insurance covering its
properties, operations, personnel and businesses which insures against such losses and risks as are
adequate in accordance with the Company’s reasonable business judgment to protect the Company, its
Subsidiaries and their businesses. Except as disclosed in the Recent Public Filings, including,
without limitation, under the caption entitled “Risk Factors—Risks Related to Our Business—Our
insurance coverage may not be adequate to cover all possible losses that our properties could
suffer. In addition our insurance costs may increase and we may not be able to obtain the same
insurance coverage in the future,” in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2007, all such insurance is outstanding and duly in force in all material respects on
the Closing Date.



          3.25 Except as disclosed in the Recent Public Filings, and except for the transactions
contemplated by this Agreement, there are no material business relationships or related party
transactions which would be required to be disclosed therein by Item 404 of Regulation S-K of the
Commission and such business relationship or related party transaction described therein is a fair
and accurate description in all material respects of the relationships and transactions so
described.



          3.26 Each of the Company and its Subsidiaries is in compliance with all presently applicable
provisions of the Employee Retirement Income Security Act of 1974, as amended, including the
regulations and published interpretations thereunder (“ERISA”), except for any
non-compliance which would not have a Material Adverse
Effect; no “reportable event” (as defined in ERISA) has occurred with respect to any “pension
plan” (as defined in ERISA) for which the Company or any of its Subsidiaries would have any
liability, except such as would not have a Material Adverse Effect; each of the Company and its
Subsidiaries has not incurred and does not expect to incur liability under (i) Title IV of ERISA
with respect to termination of, or withdrawal from, any “pension plan” or (ii) Section 412 or 4971
of the Internal Revenue Code of 1986, as amended, including the regulations and published
interpretations thereunder (the “Code”), in each case, except as would not have a Material
Adverse Effect; and each “pension plan” for which the Company or any of its Subsidiaries would have
any liability, except as would not have a Material Adverse Effect, that is intended to be qualified
under Section 401(a) of the Code is so qualified in all material respects and


 
			
	 	 	 
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	 	Page 13 of 26






 









 







nothing has occurred,
whether by action or by failure to act, which would cause the loss of such qualification, except,
in each case, as would not have a Material Adverse Effect.



          3.27 There is, except as set forth in the Recent Public Filings, (i) no material unfair labor
practice complaint pending against the Company or any of its Subsidiaries or, to the best knowledge
of each of the Company and its Subsidiaries threatened against it, before the National Labor
Relations Board or any state or local labor relations board, and no significant grievance or
significant arbitration proceeding arising out of or under any collective bargaining agreement is
so pending against the Company or any of its subsidiaries, or, to the best knowledge of each of the
Company and its subsidiaries, threatened against it, (ii) no material strike, labor dispute,
slowdown or stoppage pending against the Company or any of its Subsidiaries nor, to the best
knowledge of each of the Company and its subsidiaries, threatened against it and (iii) to the best
knowledge of each of the Company and its subsidiaries, no union representation question existing
with respect to the employees of the Company or any of its subsidiaries, and, to the best knowledge
of each of the Company and its subsidiaries, no union organizing activities are taking place,
except, in each case of clauses (i), (ii) or (iii), as would not have a Material Adverse Effect.



          3.28 Each of the Company and its Subsidiaries has reviewed the effect of Environmental Laws
(as defined below) and the disposal of hazardous or toxic substances, wastes, pollutants and
contaminants on the business, assets, operations and properties of the Company and its
subsidiaries, as applicable, and identified and evaluated associated costs and liabilities
(including, without limitation, any material capital and operating expenditures required for
clean-up, closure of properties and compliance with environmental, safety or similar laws or
regulations applicable to it or its business or property relating to the protection of human health
and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants
(“Environmental Laws”), all permits, licenses and approvals, all related constraints on
operating activities and all potential liabilities to third parties). On the basis of such
reviews, each of the Company and its Subsidiaries has reasonably concluded that such associated
costs and liabilities would not have a Material Adverse Effect. Neither the Company nor any of its
Subsidiaries has violated any Environmental Laws, lacks any permit, license or other approval
required of it under applicable Environmental Laws or is violating any term or condition of such
permit, license or approval, in each case,
which could reasonably be expected to, either individually or in the aggregate, have a
Material Adverse Effect.



          3.29 Neither the Company nor any of its Subsidiaries or to any of their knowledge, any
director, officer, agent, employee or other person associated with or acting on behalf of the
Company or any of its Subsidiaries (i) has used any corporate funds during the last five years for
any unlawful contribution, gift, entertainment or other unlawful expense relating to political
activity, (ii) made any unlawful payment to any foreign or domestic government official or employee
from corporate funds, (iii) violated or is in violation of any provision of the Foreign Corrupt
Practices Act of 1977, as amended, or (iv) made any bribe, rebate, payoff, influence payment,
kickback


 
			
	 	 	 
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	 	Page 14 of 26






 









 







or other unlawful payment, except, in each case, such as would not, individually or in the
aggregate, have a Material Adverse Effect.



          3.30 Except as described in the Recent Public Filings, the operations of the Company and its
Subsidiaries are and have been conducted at all times in compliance with applicable financial
recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of
1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations
thereunder and any related or similar rules, regulations or guidelines, issued, administered or
enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no
action, suit or proceeding by or before any court or governmental agency, authority or body or any
arbitrator involving the Company or any subsidiary with respect to the Money Laundering Laws is
pending or, to the best knowledge of the Company, threatened, except as would not, individually or
in the aggregate, have a Material Adverse Effect.



          3.31 Other than as contemplated by or described in this Agreement, there is no broker, finder
or other party that is entitled to receive from the Company or any of its Subsidiaries any
brokerage or finder’s fee or other fee or commission as a result of any of the transactions
contemplated by this Agreement.



          3.32 Each certificate signed by any officer of the Company and delivered to the Purchaser or
counsel to the Purchaser pursuant to this Agreement shall be deemed to be a representation and
warranty by the Company to the Purchaser as to the matters covered thereby.



ARTICLE 4




REPRESENTATIONS AND WARRANTIES OF THE PURCHASER




          The Purchaser hereby, severally with respect to itself only, makes the following
representations and warranties for the benefit of the Company as of the Closing Date:



          4.1 Organization, Standing and Power. If the Purchaser is an entity, the Purchaser is
duly organized, validly existing and in good standing under the laws of the jurisdiction in which
it is organized.



          4.2 Authority; Execution and Delivery; Enforceability. The Purchaser has the full
power and authority to execute, deliver and perform this Agreement and to consummate the
transactions contemplated hereby. If the Purchaser is an entity, the execution and delivery by the
Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated
hereby have been duly authorized by all necessary action on the part of the Purchaser and no other
proceedings on the part of the Purchaser are necessary to approve this Agreement and to consummate
the transactions contemplated hereby. The Purchaser has duly executed and delivered this
Agreement, and, assuming due execution and delivery by the Company, this Agreement constitutes the
legal, valid and binding obligation of the


 
			
	 	 	 
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	 	Page 15 of 26






 









 







Purchaser, enforceable against the Purchaser in
accordance with its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting
the enforcement of creditors’ rights generally or by equitable principles relating to
enforceability.



          4.3 Securities Act. The Notes are being acquired for investment only and not with a
view to any public distribution thereof, and the Purchaser shall not offer to sell or otherwise
dispose of the Notes so acquired by it and the Underlying Shares issuable upon conversion thereof
in violation of any of the registration requirements of the Securities Act.



          4.4 Accredited Investor.



               (a) The Purchaser is an “accredited investor” (as defined in Rule 501 under the Securities
Act).



               (b) The Purchaser has such knowledge and experience in financial and business matters and the
Purchaser is capable of utilizing the information that is available to the Purchaser concerning the
Company to evaluate the risks of investment in the Company including the risk that the Purchaser
could lose its entire investment in the Notes (and the Common Stock issuable upon conversion
thereof).



          4.5 Investment Representations and Warranties. The Purchaser understands that neither
the Notes nor the Underlying Shares have been registered under the Securities Act or under the
securities laws of any state or any other jurisdiction. The Purchaser understands that there is no
public market for the sale or other transfer of the Notes, such a market may not develop and that
the sale or other transfer of the Notes is restricted by federal and state securities law and this
Agreement. The Purchaser understands that the Purchaser may be required to bear the economic risk
of the investment indefinitely.




          4.6 No Conflicts. Neither the execution nor the delivery of this Agreement nor the
consummation of the transactions contemplated hereby will conflict with or result in any violation
of or constitute a default under any term of any material agreement, mortgage, indenture, license,
permit, lease, or other instrument, judgment, decree, order, law, or regulation by which the
Purchaser is bound.




ARTICLE 5




AGREEMENTS




          5.1 Restrictions on Conversion of the Notes. The Purchaser acknowledges and agrees
that it shall not have the right to convert any Notes into Common Stock unless and until the
Convertibility Date occurs. Prior to the Convertibility Date, the Purchaser agrees that it will
not sell, assign or transfer any Notes unless the purchaser, assignee or transferee thereof agrees
in writing, for the benefit of the Company, to comply with the terms of this Section 5.1 as
if such


 
			
	 	 	 
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	 	Page 16 of 26






 









 







purchaser, assignee or transferee was the Purchaser; provided, however, that a transfer
from the Purchaser to any Adelson Holder (as such term is defined in the Amended and Restated
Registration Rights Agreement) (or a transfer from an Adelson Holder to another Adelson Holder)
shall not require execution of such a writing if such a writing has already been provided by such
Adelson Holder.



          5.2 Information Statement. Promptly following the date of this Agreement, the
Company shall prepare and, in no event more than 40 days after the date hereof, file with the
Commission an information statement describing the Stockholder Consent and containing the
information required by Schedule 14C in accordance with all applicable rules and regulations of the
Commission (the “Information Statement”). The Company shall use its reasonable best
efforts to cause the Commission to clear the Information Statement for mailing to stockholders. As
soon as reasonably practicable after the Commission has cleared the Information Statement, the
Company shall mail the Information Statement to the holders of its Common Stock. The Company shall
provide the Purchaser with a copy of the Information Statement and all modifications thereto prior
to filing or delivery to the Commission and shall consult with the Purchaser in connection
therewith. The Company shall not mail any Information Statement, or any amendment or supplement
thereto, to which the Purchaser reasonably and timely object.



          5.3 Legends and Restrictions on Transfer. The Purchaser agree that all certificates
or other instruments representing the Notes and the Underlying Shares contemplated by this
Agreement will bear the restrictive legends set forth in the Indenture and be subject to the
transfer restrictions set forth in the Indenture.



          5.4 Listing of Common Stock. The Company will use its reasonable best efforts to
cause the Underlying Shares issuable upon conversion of the Notes to be authorized for listing on
the New York Stock Exchange as soon as practicable.



          5.5 Use of Proceeds. The Company agrees that it will apply the net proceeds it
derives from the sale of the Notes to the Purchaser in accordance with the funds flow memorandum,
dated as of the Closing Date.



          5.6 Expenses. The Company agrees to pay promptly, and in any event within 5 days
following written demand therefor, all the actual and reasonable costs and expenses of preparation,
negotiation, execution and delivery of the Note
Documents and any consents, amendments, waivers or other modifications thereto, including the
fees, expenses and disbursements of counsel to the Purchaser.



          5.7 Approvals. The Company shall use its reasonable best efforts to obtain each of
the Approvals as soon as practicable, but in any event, within 120 days of the date hereof. In the
event that the Company fails to obtain each of the Approvals within 120 days of the date hereof (an
“Approval Default”) and such failure is not the direct result of action (or inaction) taken
by the Principal Stockholder (as such term is defined in the Indenture) that was designed to
prevent the Approvals from being obtained, a fee (the “Approval Fee”) will accrue from the
date on which such Approval


 
			
	 	 	 
	Convertible Note Purchase Agreement
	 	Page 17 of 26






 









 







Default occurs to, but not including, the date on which such Approval
Default is cured, at a rate of 2.00% per annum on the aggregate principal amount of the Notes then
held directly or beneficially by the Purchaser(s) and any other Related Party (as such term is
defined in the Indenture) of the Principal Stockholder, it being understood that (i) such ownership
of the Notes shall be reasonably documented to the Company and (ii) payment of the Approval Fee
shall not relieve the Company of its obligation to obtain each of the Approvals hereunder. Such
Approval Fee shall be payable by the Company to the Purchaser or any designee of the Purchaser on a
monthly basis commencing on the one month anniversary of the occurrence of the Approval Default.



ARTICLE 6




MISCELLANEOUS




          6.1 Notices. All notices or other communication required or permitted hereunder shall
be in writing and shall be delivered personally, telecopied or sent by certified, registered or
express mail, postage prepaid. Any such notice shall be deemed given when so delivered personally,
telecopied or sent by certified, registered or express mail, as follows:





	 	 	 	 	 
	            

	 	(a)
	 	if to the Company:
	 
	 	 	 	 
	 

	 	 	 	Las Vegas Sands Corp.
	 

	 	 	 	3555 Las Vegas Boulevard South
	 

	 	 	 	Las Vegas, Nevada 89109
	 

	 	 	 	Attention: Scott D. Henry
	 

	 	 	 	Telecopy: 702-733-5110
	 
	 	 	 	 
	 

	 	(b)
	 	If to the Purchaser, to the Purchaser’s address set forth on Schedule A.





Any party may by notice given in accordance with this Section 6.1 designate another address
or person for receipt of notices hereunder.




          6.2 Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of the parties hereto. No Person other than the
parties hereto and their successors and permitted assigns is intended to be a beneficiary of this
Agreement.




          6.3 Amendment and Waiver.




               (a) No failure or delay on the part of the Company or any of the Purchaser in exercising any
right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or remedy preclude any other or further exercise thereof or the
exercise of any other right, power or remedy. The remedies provided for herein are cumulative and
are not exclusive of any remedies that may be available to the Company or the Purchaser at law, in
equity or otherwise.


 
			
	 	 	 
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	 	Page 18 of 26






 









 





               (b) Any amendment, supplement or modification of or to any provision of this Agreement and any
waiver of any provision of this Agreement shall be effective only if it is made or given in writing
and signed by the Company and the Purchaser.



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



          6.5 Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.



          6.6 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT
SITTING IN THE COUNTY OF NEW YORK, IN THE STATE OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT. TO THE FULLEST EXTENT THEY MAY EFFECTIVELY DO SO
UNDER APPLICABLE LAW, THE PARTIES HERETO IRREVOCABLY WAIVE AND AGREE NOT TO ASSERT, BY WAY OF
MOTION, AS A DEFENSE OR OTHERWISE, ANY CLAIM THAT THEY ARE NOT SUBJECT TO THE JURISDICTION OF ANY
SUCH COURT, ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY
SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION
OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.



          6.7 Specific Performance. The parties hereto intend that each of the parties have the
right to seek damages or specific performance in the event that any other party hereto fails to
perform such party’s obligations hereunder. Therefore, if any party shall institute any action or
proceeding to enforce the provisions hereof, any party against whom such action or proceeding is
brought hereby waives any claim or defense therein that the plaintiff party has an adequate remedy
at law.



          6.8 Severability. If any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect
for any reason, the validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired, unless the
provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the
remaining provisions hereof.



          6.9 Entire Agreement; Survival. This Agreement, together with the schedules hereto
are intended by the parties as a final expression of their agreement and


 
			
	 	 	 
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	 	Page 19 of 26






 









 







intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto in respect of the
subject matter contained herein and therein. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein or therein. This Agreement
supersedes all prior agreements and understandings between the parties with respect to such subject
matter. The agreements and covenants contained in this Agreement shall survive the issuance and
purchase of the Notes.



          6.10 [Intentionally Omitted.]



[Agreement Continues on Page 21]



			
	 	 	 
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	 	Page 20 of 26







 









 








          6.11 Further Assurances. Each of the parties shall execute such documents and perform
such further acts (including, without limitation, obtaining any consents, exemptions,
authorizations, or other actions by, or giving any notices to, or making any filings with, any
Governmental Authority or any other Person) as may be reasonably required or desirable to carry out
or to perform the provisions of this Agreement.




          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered
by their respective officers hereunto duly authorized as of the date first above written.




	 	 	 	 	 
	 	 	 
	 	                                                     /s/ Dr. Miriam Adelson
 	 
	 	Dr. Miriam Adelson 	 
	 	 	 


 
			
	 	 	 
	 	 	Page 21 of 26





[Signature Page to Convertible Note Purchase Agreement]





 











 






	 	 	 	 	 



          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and
delivered by their respective officers hereunto duly authorized as of the date first above written.




	 	 	 	 	 
	 	LAS VEGAS SANDS CORP.

 	 
	 	By:  	/s/ William P. Weidner
 	 
	 	 	Name:  	William P. Weidner 	 
	 	 	Title:  	President, Chief Operating Officer
and Secretary 	 
	 



			
	 	 	 
	 	 	Page 22 of 26





[Signature Page to Convertible Note Purchase Agreement]





 









 








Schedule A




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate Principal	 	 	 	 
	 	 	Amount of Notes to	 	 	 	 
	Name of Purchaser	 	be Purchased	 	Purchase Price	 	Address for Notices
	Dr. Miriam Adelson

	 	$	475,000,000	 	 	$	475,000,000	 	 	c/o Las Vegas Sands Corp.
	 

	 	 	 	 	 	 	 	 	 	3555 Las Vegas Boulevard South
	 

	 	 	 	 	 	 	 	 	 	Las Vegas, Nevada 89109
	 

	 	 	 	 	 	 	 	 	 	Attention: Dr. Miriam Adelson
	 

	 	 	 	 	 	 	 	 	 	Telecopy: 702-733-5710
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	With Copies To:
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	c/o Las Vegas Sands Corp.
	 

	 	 	 	 	 	 	 	 	 	3555 Las Vegas Boulevard South
	 

	 	 	 	 	 	 	 	 	 	Las Vegas, Nevada 89109
	 

	 	 	 	 	 	 	 	 	 	Attention: Sheldon G. Adelson
	 

	 	 	 	 	 	 	 	 	 	Telecopy: 702-733-5710
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	and
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Milbank, Tweed, Hadley & McCloy, LLP
	 

	 	 	 	 	 	 	 	 	 	601 S. Figueroa St., 30th Floor
	 

	 	 	 	 	 	 	 	 	 	Los Angeles, California 90017
	 

	 	 	 	 	 	 	 	 	 	Attention: Ken Baronsky, Esq.
	 

	 	 	 	 	 	 	 	 	 	Telecopy: 213-892-4733






			
	 	 	 
	Schedule A to Convertible Note Purchase Agreement
	 	Page 23 of 26







 









 








Exhibit A




Indenture




			
	 	 	 
	Exhibit A to Convertible Note Purchase Agreement
	 	Page 24 of 26






 









 








Exhibit B




Form of Stockholder Consent




			
	 	 	 
	Exhibit B to Convertible Note Purchase Agreement
	 	Page 25 of 26







 









 








[This Page Intentionally Left Blank]




			
	 	 	 
	Convertible Note Purchase Agreement
	 	Page 26 of 26