Exhibit 10.76
 
  SINGAPORE TOURISM BOARD
  MARINA BAY SANDS PTE. LTD.
 SUPPLEMENTAL AGREEMENT
(to the Development Agreement dated 23 August 2006)
 ALLEN & GLEDHILL LLPONE MARINA BOULEVARD #28-00SINGAPORE 018989




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TABLE OF CONTENTS
 Contents
    
    Page1. Interpretation
    
    
    12. Operative Date
    
    
    33. Surrender Areas
    
    
    44. Additional State Land
    
    
    55. Provision of Information
    
    
    96. Amendments to the Principal Agreement
    
    
    107. Security Deposit
    
    
    158. Planning Parameters
    
    
    169. Permitted Use
    
    
    1610. Completion Time Lines
    
    
    1711. Determination of Lease
    
    
    1912. Additional Provisions
    
    
    1913. Lease
    
    
    2114. Costs Expenses and Stamp Fees
    
    
    2815. Contracts (Rights of Third Parties) Act (Chapter 53B)
    
    
    2816. Governing Law and Jurisdiction
    
    
    29Appendix 1
(Annexure A  Clause 3.3.2)
    
    
    30Appendix 2 (Annexure A  Clause 4.2.3(ii))
    
    
    31Appendix 3 (Plan of the Additional State Land)
    
    
    32Appendix 4 (Plan of Surrender Areas)
    
    
    33Appendix 5 (Annexure D  Accepted Proposal)
    
    
    34Appendix 6 (Form of Amendment to Bankers Guarantee)
    
    
    35Appendix 7 (Annexure E  Accepted Proposal  Plan showing location of Foundation for Pedestrian
Bridge)
    
    
    38Appendix 8 (Annexure F  Accepted Proposal  Plan showing location of Staircases and Platform)
    
    
    39Schedule (Components of the IR and Component Finish Dates)
    
    
    42
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This Supplemental Agreement between
 (1)
    
    SINGAPORE TOURISM BOARD, a body corporate established under the Singapore Tourism Board Act
(Chapter 305B) and having its office at No. 1 Orchard Spring Lane, Tourism Court, Singapore
247729 (hereinafter called the Lessor); and
 (2)
    
    MARINA BAY SANDS PTE. LTD., a company incorporated in the Republic of Singapore (Company
Registration Number 200507292R) and having its registered office at 4 Shenton Way #17-01 SGX
Centre 2, Singapore 068807 (hereinafter called the Lessee).
 Whereas:
 (A)
    
    By a Development Agreement dated 23 August 2006 (hereinafter called the Principal
Agreement) made between the Lessor and the Lessee, the Lessor has agreed to grant, and the
Lessee has agreed to take, a lease of the Land (as defined in the Principal Agreement) for a
term of sixty (60) years less one day commencing from 23 August 2006, upon the terms and
conditions contained in the Principal Agreement and the Lease (as defined in the Principal
Agreement).
 (B)
    
    The Lessor and the Lessee are desirous of entering into this Supplemental Agreement for the
purpose of making certain amendments and variations to, and supplementing, the Principal
Agreement and the Lease, as more particularly provided in this Supplemental Agreement.
 It is agreed
 1.
    
    Interpretation
 1.1
    
    Definitions: In this Supplemental Agreement, unless there is something in the subject or
context inconsistent therewith:Additional State Land means that part of Lot 276X of Town Subdivision 30 with a site area
of 230.8 square metres as shown edged in red on the plan attached to this Supplemental
Agreement as Appendix 3.Additional State Land Payment has the meaning ascribed to it in Clause 4.1.1(ii)(b) of
this Supplemental Agreement.Additional State Land SLA Letter means the letter dated 24 June 2008 issued by the SLA to
the Lessor.Alienation Notice has the meaning ascribed to it in Clause 4.2.2 of this Supplemental
Agreement.Amendment to Bankers Guarantees means the amendment to the Bankers Guarantees to be
executed by each of the Issuing Banks in the form set forth in Appendix 6attached to this
Supplemental Agreement.
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Bankers Guarantees means collectively:
 (i)
    
    Bankers Guarantee No. 550-02-0532474 for S$115,562,718 dated 14 January 2008
and issued by DBS Bank Ltd. in favour of the Lessor;
 (ii)
    
    Bankers Guarantee No. LG5TF81001588 for S$19,260,453 dated 14 January 2008
and issued by Oversea-Chinese Banking Corporation Limited in favour of the Lessor; and
 (iii)
    
    Bankers Guarantee No. 1CMPG073723 for S$57,781,359 dated 14 January 2008
and issued by United Overseas Bank Limited in favour of the Lessor,
 and Bankers Guarantee means any of them.Bridge Abutment Structure means the bridge abutment structure to be constructed by the
Lessee within MBS(A) for the pedestrian bridge to be constructed by the URA across the
channel of water currently known as Marina Channel.Designated Stratum above RL 95.00M means the subterranean stratum set above RL 95.00m
within MBS(A) where the Bridge Abutment Structure is located.Designated Stratum below RL 95.00M means the subterranean stratum set below RL 95.00m
within MBS(A).Issuing Banks means DBS Bank Ltd., Oversea-Chinese Banking Corporation Limited and United
Overseas Bank Limited, and Issuing Bank means any of them.MBS(A) means that part of the Additional State Land with an area of 32.54 square metres
marked MBS(A) on the plan attached to this Supplemental Agreement as Appendix 3.MBS(B) means that part of the Additional State Land with an area of 198.26 square metres
marked MBS(B) on the plan attached to this Supplemental Agreement as Appendix 3.Operative Date has the meaning ascribed to it in Clause 2.1 of this Supplemental
Agreement.Parties means the Lessor and the Lessee, and Party means either of them.President means the President of the Republic of Singapore and his successors-in-office.SLA means the Singapore Land Authority.Surrender Areas means, collectively, the subterranean lots edged in red and identified as
Parcel A2 and Parcel A3 on the plan attached to this Supplemental Agreement as Appendix 4.
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1.2
    
    Defined Terms: All terms and references used in the Principal Agreement and which are defined
or construed in the Principal Agreement but are not defined or construed in this Supplemental
Agreement shall have the same meaning and construction in this Supplemental Agreement.1.3
    
    Terms Defined in Glossary of Terms: The definitions contained in the Glossary of Terms as set
out in Annex A of the RFP shall, where the context so requires, apply to this Supplemental
Agreement.1.4
    
    Headings: In this Supplemental Agreement, headings are for convenience of reference only and
do not affect interpretation and where an expression is defined in this Supplemental Agreement
or the Principal Agreement, another part of speech or grammatical form of that expression has
a corresponding meaning.1.5
    
    Appendices and Schedule: Appendices 1 to 8 and the Schedule attached to this Supplemental
Agreement shall be taken, read and construed as parts of the Principal Agreement.2.
    
    Operative Date2.1
    
    Applicable Date: The Parties hereby agree that the amendments, variations and supplements to
the Principal Agreement as more particularly provided in this Supplemental Agreement shall
take effect on the date of this Supplemental Agreement (hereinafter called the Operative
Date).2.2
    
    Amendment to Bankers Guarantees: The Lessee shall, concurrently upon the Lessees execution
of this Supplemental Agreement, provide to the Lessor the Amendment to Bankers Guarantees
duly executed by each of the Issuing Banks.2.3
    
    Construction of Principal Agreement and Supplemental Agreement: The Principal Agreement and
this Supplemental Agreement shall be read and construed as one document and this Supplemental
Agreement shall be considered to be part of the Principal Agreement and, without prejudice to
the generality of the foregoing, where the context so allows:
 2.3.1
    
    references in the Principal Agreement to this Agreement, howsoever
expressed, shall be read and construed as references to the Principal Agreement as
amended, varied and/or supplemented by this Supplemental Agreement; and
 2.3.2
    
    references in the Lease to the Development Agreement, howsoever expressed,
shall be read and construed as references to the Principal Agreement as amended,
varied and/or supplemented by this Supplemental Agreement.
 2.4
    
    Terms of Principal Agreement: Subject to the amendments, variations and supplements to the
Principal Agreement as provided in this Supplemental Agreement, all of the terms and
conditions of the Principal Agreement are hereby confirmed and shall remain in full force and
effect.
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3.
    
    Surrender Areas
 3.1
    
    Requirement for Surrender: The Lessee hereby agrees and acknowledges that:
 3.1.1
    
    the Surrender Areas have been approved by the Competent Authorities on 26
October 2007 to be incorporated into the Land Transport Authoritys railway area for
the Downtown Line Stage 1 and in view of the Surrender Areas being required for a
public purpose, the provisions of clause 19.1 of the Principal Agreement apply; and
 3.1.2
    
    pursuant to the provisions of clause 19.1 of the Principal Agreement, the
Lessee is required to surrender the Surrender Areas to the Lessor free of payment.
 3.2
    
    Agreement by Lessee: The Lessee hereby further agrees and acknowledges that in view of the
surrender of the Surrender Areas:
 3.2.1
    
    the Surrender Areas shall, with effect from 16 June 2009, cease to form part
of the Land to be leased to the Lessee and the Lessor shall not be required to pay to
the Lessee any compensation, fee or charge to the Lessee on account of the foregoing;
and
 3.2.2
    
    the Lessee shall, by no later than 30 days after the Operative Date, furnish
to the Lessor:
 (i)
    
    evidence that the Surrender Areas have been discharged or
released from all encumbrances created by the Lessee in favour of its
mortgagee; and
 (ii)
    
    copy of the withdrawal of caveat lodged by the Lessee in
respect of the Surrender Areas.
 3.3
    
    Definition of Land: The Parties hereby agree that:
 3.3.1
    
    the definition of Land appearing in clause 1.1 of the Principal Agreement
shall, with effect from the Operative Date and until the date of the Alienation
Notice, be deleted in its entirety and substituted with the following new definition:
 Land A
 (i)
    
    such stratum of subterranean space in Parcel A4 and Parcel
A5;(ii)
    
    such stratum of air space in Parcel A6;(iii)
    
    such strata of air and subterranean space in Parcel A7; and(iv)
    
    part of the foreshore and sea-bed within Parcel AW1 and Parcel AW2,
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3.3.2
    
    Annexure A referred to in the Principal Agreement and this Supplemental
Agreement shall, with effect from the Operative Date and until the date of the
Alienation Notice, mean and refer to the Annexure A attached to this Supplemental
Agreement as Appendix 1.
 4.
    
    Additional State Land4.1
    
    Acknowledgment by Parties:
 4.1.1
    
    The Parties hereby confirm and acknowledge that:
 (i)
    
    at the request of the Lessee, the Lessor has applied to the
President to alienate the Additional State Land to the Lessor; and(ii)
    
    pursuant to the Additional State Land SLA Letter:
 (a)
    
    the SLA has informed the Lessor that the SLA
is prepared to recommend to the President, the alienation of the
Additional State Land to the Lessor on the terms and conditions as set
out in Annex A to the Additional State Land SLA Letter; and
 (b)
    
    the Lessee has, at the request of the Lessor,
made payment of the sum of S$321,870.00 (hereinafter called the
Additional State Land Payment) payable by the Lessor to the
Commissioner of Lands, SLA pursuant to the terms of the Additional
State Land SLA Letter.
 4.1.2
    
    The Lessee hereby acknowledges the terms and conditions set forth in the
Additional State Land SLA Letter.
 4.2
    
    Additional State Land:
 4.2.1
    
    In consideration of the Lessee having paid to the Lessor the Additional
State Land Payment and subject to the Additional State Land being alienated to the
Lessor, the Lessor hereby agrees to grant to the Lessee, and the Lessee hereby agrees
to take, a lease of the Additional State Land for a term commencing on 19 August 2008
and ending on 21 August 2066, such lease of the Additional State Land to be on the
terms and conditions set forth in the Principal Agreement and the Lease (as amended,
varied and/or supplemented by the provisions of this Supplemental Agreement).
 4.2.2
    
    The Lessor hereby agrees that following the receipt by the Lessor of the
SLAs confirmation that the Additional State Land is being alienated to the Lessor,
the Lessor will give written notice thereof to the Lessee (hereinafter called the
Alienation Notice) and vacant possession of the Additional State Land on an as is
where is basis together with all existing structures, if any thereon, shall be
delivered to the Lessee not later than 30 days after the date of the Lessors service
of the Alienation Notice on the Lessee.
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4.2.3
    
    The Parties hereby agree that forthwith upon the issuance of the Alienation
Notice:
 (i)
    
    the definition of Land appearing in clause 1.1 of the
Principal Agreement shall be deleted in its entirety and substituted with the
following new definition:
  Land means all those pieces or parcels of land at Marina Bay, along
Bayfront Avenue known as State Land Lot 256A of Town Subdivision 30 as
shown delineated and marked on the plan marked as Annexure A comprising
Parcel A1 together with:
 (i)
    
    such stratum of subterranean space in Parcel
A4 and Parcel A5;(ii)
    
    such stratum of air space in Parcel A6;(iii)
    
    such strata of air and subterranean space in
Parcel A7;(iv)
    
    part of the foreshore and sea-bed within
Parcel AW1 and Parcel AW2; and(v)
    
    the Additional State Land,
 and any other pieces or parcels of land (including subterranean space,
airspace, foreshore or seabed) as may hereafter be approved by the
Competent Authorities.;
 (ii)
    
    Annexure A referred to in the Principal Agreement and this
Supplemental Agreement shall mean and refer to the Annexure A attached to
this Supplemental Agreement as Appendix 2;
 (iii)
    
    clause 2 of the Principal Agreement shall be amended by the
insertion of new clauses 2.2 and 2.3 after clause 2.1:
 2.2
    
    The Lessee acknowledges that the Additional
State Land is being leased to the Lessee to facilitate better
integration between the Integrated Resort and the URAs proposed new
pedestrian bridge across the channel of water currently known as
Marina Channel and that the works to be carried out at the
Additional State Land shall form part of the construction works
relating to construction and completion of the Integrated Resort.
Pursuant to the foregoing the Lessee hereby agrees that all works to
be carried out at the Additional State Land shall comply in all
respects with the provisions of this Agreement including, without
limitation, the provisions of Clauses 11 and 12 of this Agreement and
all references to the Land in the Accepted Proposal and the Planning
Parameters shall include, where the context so admits, references to
the Additional State Land. Without prejudice to the generality of the
foregoing, the Lessee hereby further agrees to ensure that:
 (i)
    
    there shall be no Gross Floor
Area generating activities at the Designated Stratum below
RL95.00m; and
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(ii)
    
    the Gross Floor Area within
MBS(B) shall (a) not exceed the breakdown of Gross Floor Area
more particularly set out in paragraph 4 of the Additional
State Land SLA Letter, and (b) not cause the maximum
permissible Gross Floor Area of 570,000 square metres for the
Integrated Resort to be exceeded except with the prior written
approval of the Competent Authorities.
 2.3
    
    Without prejudice to the generality of Clause
19 of this Agreement, the Lessee hereby agrees that, after completion
of the construction of the Bridge Abutment Structure within MBS(A):
 (i)
    
    the Lessee will forthwith
after completion of the construction of the Bridge Abutment
Structure within MBS(A), give written notice thereof to the
Lessor;
 (ii)
    
    the Lessee will, at the
request of the Lessor, surrender to the Lessor or to such
other party as the Lessor may direct, the Designated Stratum
above RL95.00m in order to ensure that the Bridge Abutment
Structure will be independent of the Integrated Resort, such
surrender of the Designated Stratum above RL95.00m to be on
the basis that the Lessor shall not be required to pay to the
Lessee any compensation, fee or charge to the Lessee on
account of the foregoing; and
 (iii)
    
    the Lessee shall, at its own
cost and expense, take all such steps as are necessary or
appropriate in order to facilitate the surrender of the
Designated Stratum above RL95.00m to the Lessor or to such
other party as the Lessor may direct, as soon as practicable
after any such request for surrender of the Designated Stratum
above RL95.00m is made by the Lessor.;
 (iv)
    
    the section of the Lease under the heading Term of
Lease/Consideration shall be deleted and replaced by the following new
section:
  (a)
    
    For the Land (other than the Additional State
Land (as defined in the Development Agreement referred to in Clause
1.1 below))
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(b)
    
    For the Additional State Land
     (v)
    
    clause 1.3 of the Lease shall be amended by the insertion of
the following new clauses 1.3.2 and 1.3.3 after clause 1.3.1:
 1.3.2
    
    The Lessee acknowledges that the Additional State Land is being
leased to the Lessee to facilitate better integration between the
Integrated Resort and the URAs proposed new pedestrian bridge across
the channel of water currently known as Marina Channel and that the
works to be carried out at the Additional State Land shall form part
of the construction works relating to construction and completion of
the Integrated Resort. Pursuant to the foregoing the Lessee hereby
agrees that all works to be carried out at the Additional State Land
shall comply in all respects with the provisions of the Development
Agreement and this Lease including, without limitation, the provisions
of Clauses 1.7 and 1.10 of this Lease and all references to the Land
in the Accepted Proposal and the Planning Parameters shall include,
where the context so admits, references to the Additional State Land.
Without prejudice to the generality of the foregoing, the Lessee
hereby further agrees to ensure that:
 (i)
    
    there shall be no Gross Floor
Area generating activities at the Designated Stratum below
RL95.00m; and
 (ii)
    
    the Gross Floor Area within
MBS(B) shall (a) not exceed the breakdown of Gross Floor Area
more particularly set out in paragraph 4 of Additional State
Land SLA Letter, and (b) not cause the maximum permissible
Gross Floor Area of 570,000 square metres for the Integrated
Resort to be exceeded except with the prior written approval
of the Competent Authorities.
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1.3.3
    
    Without prejudice to the generality of
Clause 1.21 of this Lease, the Lessee hereby agrees that, after
completion of the construction of the Bridge Abutment Structure within
MBS(A):
 (i)
    
    the Lessee will forthwith
after completion of the construction of the Bridge Abutment
Structure within MBS(A), give written notice thereof to the
Lessor;
 (ii)
    
    the Lessee will, at the
request of the Lessor, surrender to the Lessor or to such
other party as the Lessor may direct, the Designated Stratum
above RL 95.00m in order to ensure that the Bridge Abutment
Structure will be independent of the Integrated Resort, such
surrender of the Designated Stratum above RL95.00m to be on
the basis that the Lessor shall not be required to pay to the
Lessee any compensation, fee or charge to the Lessee on
account of the foregoing; and
 (iii)
    
    the Lessee shall, at its own
cost and expense, take all such steps as are necessary or
appropriate in order to facilitate the surrender of the
Designated Stratum above RL95.00m to the Lessor or to such
other party as the Lessor may direct, as soon as practicable
after any such request for surrender of the Designated Stratum
above RL95.00m is made by the Lessor..
 5.
    
    Provision of Information
 5.1
    
    The Parties hereby agree that the Lessee shall fully disclose to the Lessor, within a
reasonable time after receipt of the Lessors request, any relevant information in relation to
the construction, building and/or development of the IR including information relating to the
Lessees direct or indirect holding companies and all relevant financial information Provided
Thatnothing herein shall require the Lessee to make disclosure to the Lessor of any of the
foregoing which is price sensitive information or material non-public information (as used or
defined under United States of America federal securities laws and regulations) prior to the
disclosure to the public, but the Lessee shall ensure that on any disclosure of any such price
sensitive information or material non-public information to the public, such information is
made available to the Lessor either concurrently upon the disclosure thereof to the public or,
where concurrent disclosure to the Lessor is not practicable, such information is made
available to the Lessor as soon as reasonably possible thereafter.
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6.
    
    Amendments to the Principal Agreement
 6.1
    
    The Parties hereby agree to the following taking effect from (and including) the Operative
Date:
 6.1.1
    
    the insertion of the following new definitions in clause 1.1 of the
Principal Agreement:
 Additional State Land Appendix 3
 Additional State Land SLA Letter
 Bridge Abutment Structure
 Components Schedule Component
 Component Finish Date Schedule Component Finish Date
 Designated Staircases and Platform Stratum
 Designated Stratum above RL95.00M
 Designated Stratum below RL95.00M
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Finish
 (i)
    
    the completion of the construction of such Component with TOP
issued for such Component where required under the Building Control Act
(Chapter 29) to be issued with TOP;
 (ii)
    
    the application of all finishing material, gaming equipment,
furniture, fittings, furnishings and such other built-in and loose items for
the purpose of bringing such Component to a state of operational readiness to
receive visitors; and(iii)
    
    such Component being open for business,
 Finish Finished
 MBS(A) Appendix
3
 MBS(B) Appendix
3
 Net Lettable Area
 Permissible GFA
 President
 SLA
 Staircases and Platform
 Supplemental Agreement
 Target Date
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6.1.2
    
    the deletion of the definition Accepted Proposal in clause 1.1 of the
Principal Agreement in its entirety and substituting it with the following new
definition:
 Accepted Proposal D
 6.1.3
    
    the deletion of the definition Completion in clause 1.1 of the Principal
Agreement in its entirety and substituting it with the following new definition:
 Completion
 (i)
    
    the completion of the construction of the IR on the Land with
TOP issued for those parts of the IR which are required under the Building
Control Act (Chapter 29) to be issued with TOP; and
 (ii)
    
    the application of all finishing material, gaming equipment,
furniture, fittings, furnishings and such other built-in and loose items for
the purpose of bringing the IR to a state of operational readiness to receive
visitors,
 Complete Completed
 6.1.4
    
    the deletion of the definition Development Investment in clause 1.1 of the
Principal Agreement in its entirety and substituting it with the following new
definition:
 Development Investment
 (i)
    
    fixed asset investment such as the construction, building and
fitting-out costs; and
 (ii)
    
    tangible movable assets such as gaming equipment, furniture
and exhibits (e.g. art pieces) that are included in the IRs inventory list
and are displayed or stored permanently within the IR,
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6.1.5
    
    the deletion of the definition External Auditors in clause 1.1 of the
Principal Agreement in its entirety and substituting it with the following new
definition:
 External Auditors
 6.1.6
    
    the deletion of the definition External Auditors Confirmation in clause
1.1 of the Principal Agreement in its entirety and substituting it with the following
new definition:
 External Auditors Confirmation
 6.1.7
    
    the deletion of the definition First Phase in clause 1.1 of the Principal
Agreement in its entirety;
 6.1.8
    
    the deletion of the definition Key Attractions in clause 1.1 of the
Principal Agreement in its entirety and substituting it with the following new
definition:
 Key Attractions
 (i)
    
    MICE facilities and supporting areas with a GFA of 122,400
square metres and which shall include 36,471 square metres of exhibition hall
areas, meeting room areas of 40,912 square metres and a grand ballroom (having
not more than three (3) columns) of 8,140 square metres with a seating
capacity for at least 6,160 persons for a banquet, 7,000 persons for a stage
performance or 11,000 persons for an auditorium-style lecture;
 (ii)
    
    two (2) state-of-the-art theatres with a total area of 28,321
square metres and seating capacity of 1,650 to 2000 seats for long run shows
and 2,125 seats for short run shows, each equipped to cater for live
broadcast of gala events;
 (iii)
    
    an art science museum with a total area of 15,290 square
metres;(iv)
    
    a nightly light and water show;
 (v)
    
    a sky park of 12,424 square metres at the top of the three
(3) tower blocks comprising the hotel, with a section which shall be
accessible to the public;
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(vi)
    
    retail areas with a total GFA of 87,102 square metres and one
(1)
floating crystal pavilion on the water fronting the Waterfront Promenade
with a GFA of 2,850 square metres;
 (vii)
    
    food and beverage areas with a total area/GFA of 20,550
square metres, comprising:
 (a)
    
    six (6) signature restaurants featuring award
winning chefs, to be known as Celebrity Chef Restaurants; and
 (b)
    
    one (1) floating crystal pavilion on the
water fronting the Waterfront Promenade with a GFA of 2,850 square
metres; and
 (viii)
    
    the Event Plaza to accommodate 10,000 people as stated in the Accepted
Proposal with a motorised screw-jack system that can achieve up to four (4)
types of configuration,
 Key Attractions
 6.1.9
    
    the deletion of the definition Land Premium in clause 1.1 of the Principal
Agreement in its entirety and substituting it with the following new definition:
 Land Premium 1,200,300,000.00
 6.1.10
    
    the deletion of the definition Lease Term in clause 1.1 of the Principal Agreement
in its entirety and substituting it with the following new definition:
 Lease Term
 (i)
    
    in relation to the Land (other than the Additional State
Land), a term of Sixty (60) years less one (1) day; and
 (ii)
    
    in relation to the Additional State Land, a term commencing
on 19 August 2008 and ending on 21 August 2066;;
 6.1.11
    
    the deletion of the definition Planning Parameters in clause 1.1 of the Principal
Agreement in its entirety and substituting it with the following new definition:
  Planning Parameters means the comprehensive guidelines to
be complied with by the Lessee in all material respects on the planning,
design, infrastructural and technical requirements applicable in relation to
the construction and development of the IR at the Land as set out in the
following Annexes of the RFP:
 (i)
    
    Annex B1 entitled Planning, Design and Infrastructure
Requirements for the Integrated Resort at Marina Bay together with the plans
attached thereto in Annex B1.1, Annex B1.2 and Annex B1.3; and
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(ii)
    
    Annex B2 entitled Technical Requirements for the Integrated
Resort at Marina Bay together with the plans attached thereto in Annex B2.1,
the Land Transport Authority Requirements for Provision of Proposed Rapid
Transit System and Roadworks attached thereto in Annex B2.2, and the
Singapore District Cooling Requirements for the Integrated Resort at Marina
Bay attached thereto in Annex B2.3,
 th th
 6.1.12
    
    the deletion of the
definition Proposed GFA in clause 1.1 of the Principal
Agreement in its entirety and substituting it with the following new definition:
 Proposed GFA
 6.1.13
    
    Annexure D referred to in the Principal Agreement and this Supplemental Agreement
shall mean and refer to the Annexure D attached to this Supplemental Agreement as
Appendix 5;
 6.1.14
    
    Annexure E referred to in the Principal Agreement and this Supplemental Agreement
shall mean and refer to the Annexure E attached to this Supplemental Agreement as
Appendix 7; and
 6.1.15
    
    Annexure F referred to in the Principal Agreement and this Supplemental Agreement
shall mean and refer to the Annexure F attached to this Supplemental Agreement as
Appendix 8.
 7.
    
    Security Deposit
 7.1
    
    The Parties hereby agree that, with effect from the Operative Date, clause 5.4 of the
Principal Agreement shall be deleted in its entirety and substituted with the following new
clause 5.4:
  (i)
    
    pay or incur one hundred per cent (100%) of the Development
Investment by the Target Date; or
 (ii)
    
    Complete one hundred per cent (100%) of the Proposed GFA by
the Target Date; or
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##### 



8.
    
    Planning Parameters
 8.1
    
    The Parties agree that, with effect from the Operative Date, clause 8 of the Principal
Agreement shall be deleted in its entirety and substituted with the following new clause 8:
 8.
    
    The provisions of the Planning Parameters shall be incorporated herein and
shall form an integral part of this Agreement save that if there is any conflict
between the provisions of this Agreement and the Planning Parameters in relation to
the planning, design, infrastructure and technical requirements of the construction
and development of the IR, the provisions of the Planning Parameters shall prevail.
The foregoing is without prejudice to paragraph 4.1.4 of Annex B1 of the RFP and the
terms of the LTA Agreement.
 9.
    
    Permitted Use
 9.1
    
    The Parties agree that, with effect from the Operative Date, the following new clause shall
be inserted into the Principal Agreement as new clause 11.5:
 11.5
    
    The Permissible GFA may be increased from time to time with the approval in
writing of the Competent Authorities, Provided That:
 (i)
    
    if the approval of the Competent Authorities to any such
increase is granted subject to conditions, the Lessee shall, at its own cost
and expense, comply with all such conditions;
 (ii)
    
    all charges and fees (including, without limitation,
additional premium and/or differential premium and other fees, levies and
charges that may be imposed upon the Lessor by the SLA or other equivalent
authority) in connection with any grant of approval by the Competent
Authorities, shall be borne by the Lessee; and
 (iii)
    
    the Lessee will give notice to the Lessor of any approval
granted by the Competent Authorities to increase the Permissible GFA, such
notice to be accompanied by documentary evidence of such approval.
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##### 



10.
    
    Completion Time Lines10.1
    
    The Parties hereby agree that, with effect from the Operative Date:
 10.1.1
    
    clause 12.2 of the Principal Agreement shall be deleted in its entirety and
substituted with the following new clause 12.2:
 12.2
    
    Without prejudice to Clause 5.4, the Lessee shall Complete
the IR with one hundred per cent (100%) of the Proposed GFA being built and
procure the issue of TOP by the Competent Authority for the whole of the IR,
within eight (8) years from the Effective Date or such extended period as may
be reasonably allowed in writing by the Lessor.; and
 10.1.2
    
    the following new clauses shall be inserted into the Principal Agreement as new
clauses 12.8 to 12.12:
 12.8
    
    Without prejudice to Clause 5.4, the Lessee shall ensure
that each of the Components are Finished by the Component Finish Date
applicable to it.
 12.9
    
    In the event the Finish of any Component is delayed by more
than three (3) months from the applicable Component Finish Date applicable to
it, the Lessee shall give the Lessor written notice thereof, such notice to
set out the period of delay and to provide reasonable details of the cause of
such delay. The Lessee shall also provide, promptly upon the Lessors request,
such additional information and/or supporting evidence as may be required by
the Lessor in relation to any such delay.
 12.10
    
    Subject always to the provisions of Clause 12.11, where the
provisions of Clause 12.9 apply, the Lessee shall also seek the approval of
the Lessor to an extension of time for the Finish of the relevant Component
and the Lessor shall grant its approval to an extension of time for the Finish
of such Component if the following conditions are met:
 (i)
    
    such delay is not more than twelve (12)
months from the applicable Component Finish Date applicable to such
Component for the Completion of any such Component; and
 (ii)
    
    such delay is not caused recklessly or by any
gross negligence on the part of the Lessee.
  12.11
    
    Notwithstanding any other provision in this Agreement, where
any period of delay under Clause 12.10 extends beyond the Target Date, such
extension of time granted under Clause 12.10 shall end on the Target Date.
  - 17 -




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##### 



12.12
    
    The Lessor hereby agrees that:
 (i)
    
    the Lessees failure to pay or incur one
hundred per cent (100%) of the Development Investment by the Target
Date, the Lessees failure to Complete one hundred per cent (100%) of
the Proposed GFA by the Target Date, the Lessees failure to Complete
the IR by the Target Date and/or a breach by the Lessee of the
provisions of Clause 12.8, shall not be an Event of Default under
Clause 27.1 but save as specifically provided in this Clause 12.12(i),
nothing herein shall prejudice:
 (a)
    
    the exercise by the Lessor of
its rights under Clause 5.4; and
 (b)
    
    the rights and remedies
conferred upon the Lessor by any provision of this Agreement
arising from any breach by the Lessee of its obligations under
the provisions of this Agreement;
 (ii)
    
    the Lessee shall not be deemed to have failed
to Complete one hundred per cent (100%) of the Proposed GFA or to have
failed to Complete the IR by virtue only of:
 (a)
    
    a tenant having vacated any
premises located in that part of the IR comprising the retail
mall;
 (b)
    
    a tenant not having completed
its fitting out; or
 (c)
    
    the Lessee not having
obtained a tenant for any premises located in that part of the
IR comprising the retail mall
 Provided That
 (iii)
    
    the Lessee is not obliged to open all parts
of the IR on the same day. The Lessee may open such parts or
Components or parts of Components of the IR as and when they are ready
for opening and in the case of the Casino, as and when the Casino has
been Completed and the Casino Licence has been issued. Nothing herein
shall relieve the Lessee from its obligations under Clause 12.1,
Clause 12.2 and/or Clause 12.3; and
 (iv)
    
    in the event of any application by the Lessee
to the Lessor for approval to allow the Lessee to substitute the major
tenants proposed by the Lessee in the Accepted Proposal (one of which
shall be a premium fashion concept store such as Saks Fifth Avenue or
Neiman Marcus, and the other of which shall be a unique entertainment
concept brand such as SONY or GameWorks) with other retail operators,
the Lessor will approve the substitution if the substitute retail
operators proposed by the Lessee will not reduce the tourism appeal of
the IR.
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##### 



11.
    
    Determination of Lease
 11.1
    
    The Parties hereby agree that, with effect from the Operative Date, clause 27.1(ii) of the
Principal Agreement shall be deleted in its entirety and substituted with the following new
clause 27.1(ii):
 (ii)
    
    the Lessee is in breach of the provisions of Clause 10.6, Clause 12.1 and/or
Clause 12.2;.
 12.
    
    Additional Provisions
  12.1
    
    The following new clause shall be inserted into the Principal Agreement as new clause 13A:
 13A.
    
    BRIDGE FOUNDATION, STAIRCASES AND PLATFORM13A.1
    
    The Lessee shall:
 (i)
    
    ensure that the foundation as shown in yellow on the plan
marked as Annexure E (for supporting the pedestrian bridge to be constructed
by the URA across the channel of water currently known as Marina Channel) to
be constructed by the Lessee on the Additional State Land and land owned by
the State, shall be independent of the IR;
 (ii)
    
    construct, install and complete, at its own cost and expense
and in accordance with the requirements of the LTA and the Competent
Authorities, two (2) staircases and a platform (the Staircases and Platform)
including, without limitation, the external lighting, balustrade railings and
any other facilities agreed by the Lessee and the Land Transport Authority to
be installed by the Lessee in relation to the Staircases and Platform, such
Staircases and Platform to be at that part of the Land shown in green on the
plan marked as Annexure F; and
 (iii)
    
    ensure that the Staircases and Platform and the external
lighting, balustrade railings and any other facilities agreed by the Lessee
and the Land Transport Authority to be installed by the Lessee in relation to
the Staircases and Platform, shall be independent of the structures,
mechanical and electrical equipment, protection systems and other facilities
located on, or serving, the IR.
 13A.2
    
    Without prejudice to the generality of Clause 19 of this Agreement, the
Lessee hereby agrees that, after completion of the construction and installation of
the Staircases and Platform and all external lighting, balustrade railings and any
other facilities agreed by the Lessee and the Land Transport Authority to be installed
by the Lessee in relation to the Staircases and Platform:
 (i)
    
    the Lessee will give written notice thereof to the
Lessor;
  - 19 -




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##### 



(ii)
    
    the Lessee shall, at the request of the Lessor, surrender
to the Lessor or to such other party as the Lessor may direct, the
Designated Staircases and Platform Stratum in order to ensure that the
Staircases and Platform and the external lighting, balustrade railings and
any other facilities agreed by the Lessee and the Land Transport Authority
to be installed by the Lessee in relation to the Staircases and Platform,
will be independent of the IR, such surrender of the Designated Staircases
and Platform Stratum to be on the basis that the Lessor shall not be
required to pay to the Lessee any compensation, fee or charge to the Lessee
on account of the foregoing; and(iii)
    
    the Lessee shall, at its own cost and expense, take all
such steps as are necessary or appropriate in order to facilitate the
surrender of the Designated Staircases and Platform Stratum to the Lessor or
such other party as the Lessor may direct, as soon as practicable after any
such request for surrender of the Designated Staircases and Platform Stratum
is made by the Lessor.
 13A.3
    
    The Lessee hereby agrees that pending the surrender of the Designated
Staircases and Platform Stratum to the Lessor or to such other party as the Lessor may
direct:
 (i)
    
    the Lessee shall, at the request of the LTA, provide to the
LTA and any person authorised by the LTA with or without workmen and others,
access to the Staircases and Platform at all times, without any charge,
payment, hindrance, obstruction or restriction whatsoever to facilitate
maintenance of the Staircases and Platform and the external lighting,
balustrade railings and any other facilities agreed by the Lessee and the Land
Transport Authority to be installed by the Lessee in relation to the
Staircases and Platform; and
 (ii)
    
    the Staircases and Platform shall be deemed to be areas
designated or required by the LTA to be for public use and pursuant thereto,
the Lessee hereby agrees that the open spaces or areas referred to in Clause
13.3 shall include, without limitation, the Staircases and Platform.;
 12.2
    
    Clause 27.5 of the Principal Agreement shall be deleted in its entirety and substituted with
the following new clause 27.5:
 27.5
    
    Neither party shall be liable for any loss or damage suffered or incurred by
the other party (including liability to have the Security Deposit forfeited pursuant
to Clause 5.4) arising from the first partys delay in performing or failure to
perform its obligations hereunder to the extent that such delay or failure results
from any event of Force Majeure and for so long as such Force Majeure event continues
to prevent the first party from performing and discharging such obligations, Provided
That:
 (i)
    
    the same arises without the fault or negligence of the
affected party;
 (ii)
    
    the affected party notifies the other party within two (2)
Business Days of becoming aware of the same of such event of Force Majeure and
the manner and extent to which its obligations are likely to be prevented or
delayed; and
  - 20 -




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##### 



(iii)
    
    in the event that any event of Force Majeure results in any
delay or failure by the Lessee to pay or incur one hundred per cent (100%) of
the Development Investment by the Target Date, Complete one hundred per cent
(100%) of the Proposed GFA by the Target Date, or Complete the IR by the
Target Date, the Lessee shall renew the Bankers Guarantee or Insurance
Performance Bond for such extended period as shall be necessary to ensure that
the Bankers Guarantee or Insurance Performance Bond shall be valid for a
period of not less than six (6) months from the Target Date plus the period of
delay caused by the event of Force Majeure. If the Lessee shall fail to renew
the Bankers Guarantee or Insurance Performance Bond in accordance with this
Clause 27.5(iii) by the Target Date, then the Lessor shall, notwithstanding
any other provision in this Agreement, be entitled to demand the payment of
the Security Deposit secured by the Bankers Guarantee or Insurance
Performance Bond and hold such monies as security for the due performance and
observance by the Lessee of the terms and conditions of this Agreement SAVE
THAT the Lessee shall not be required to renew the Bankers Guarantee or the
Insurance Performance Bond for so long as the Bankers Guarantee or the
Insurance Performance Bond shall remain valid for a period of not less than
six months after the date falling on the Target Date plus the period of delay
caused by the event of Force Majeure.
  13.
    
    Lease
 13.1
    
    Applicable Date: The Parties hereby agree that the amendments, variations and supplements to
the Lease as more particularly provided in this Supplemental Agreement shall take effect on
the Operative Date and all references to the Lease in the Principal Agreement shall, with
effect from the Operative Date, mean and refer to the Lease as amended, varied and/or
supplemented by the provisions of this Supplemental Agreement. The Parties further agree that
the Lease to be executed by the Lessee pursuant to the Principal Agreement shall be the Lease
in the format annexed to the Principal Agreement and marked as Annexure C as amended, varied
and/or supplemented by the provisions of this Supplemental Agreement.
 13.2
    
    Terms of Lease: Subject to the amendments, variations and supplements to the Lease as
provided in this Supplemental Agreement, all of the terms and conditions of the Lease are
hereby confirmed and shall remain in full force and effect.
  - 21 -




---



##### 



13.3
    
    Amendments to Lease: The Parties hereby agree to the following taking effect from (and
including) the Operative Date:
 13.3.1
    
    clause 1.1 of the Lease shall be deleted in its entity and substituted with the
following new clause 1.1:
 1.1
    
    INTERPRETATION AND DEFINITIONS
 (i)
    
    All references in this Lease to the Development Agreement
shall mean and refer to the Development Agreement dated the 23rd
day of August 2006 made between the Lessor of the one part and the Lessee of
the other part, as amended, varied and/or supplemented by the Supplemental
Agreement dated 11 December 2009 made between the same parties.
 (ii)
    
    The words, definitions or expressions as set out in Clause 1
of the Development Agreement shall be incorporated herein by reference and
shall, where the context so requires, apply to this Lease.;
 13.3.2
    
    clause 1.2 of the Lease shall be deleted in its entirety and substituted with the
following new clause 1.2:
 1.2
    
    The provisions of the Planning Parameters shall be
incorporated herein and shall form an integral part of this Lease save that if
there is any conflict between the provisions of this Lease and the Planning
Parameters in relation to the planning, design, infrastructure and technical
requirements of the construction and development of the IR, the provisions of
the Planning Parameters shall prevail. The foregoing is without prejudice to
paragraph 4.1.4 of Annex B1 of the RFP and the terms of the LTA Agreement.;
 13.3.3
    
    clause 1.5.4 of the Lease shall be deleted in its entirety and substituted with the
following new clause 1.5.4:
 1.5.4
    
    If the Lessee shall fail to:
 (i)
    
    pay or incur one hundred per cent (100%) of
the Development Investment by the Target Date; or
 (ii)
    
    Complete one hundred per cent (100%) of the
Proposed GFA by the Target Date; or(iii)
    
    Complete the IR by the Target Date,
   - 22 -




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##### 



13.3.4
    
    the following new clause shall be inserted into the Lease as new clause 1.7.4:
 1.7.4
    
    The Permissible GFA may be increased from time to time with the approval in
writing of the Competent Authorities, Provided That:
 (i)
    
    if the approval of the Competent Authorities
to any such increase is granted subject to conditions, the Lessee
shall, at its own cost and expense, comply with all such conditions;
 (ii)
    
    all charges and fees (including, without
limitation, additional premium and/or differential premium and other
fees, levies and charges that may be imposed upon the Lessor by the
SLA or other equivalent authority) in connection with any grant of
approval by the Competent Authorities, shall be borne by the Lessee;
and
 (iii)
    
    the Lessee will give notice to the Lessor of
any approval granted by the Competent Authorities to increase the
Permissible GFA, such notice to be accompanied by documentary evidence
of such approval.;
 13.3.5
    
    clause 1.10.1 of the Lease shall be deleted in its entirety and substituted with the
following new clause 1.10.1:
 1.10.1
    
    Without prejudice to Clause 1.5.4, the Lessee shall Complete the IR with
one hundred per cent (100%) of the Proposed GFA being built and procure the
issue of TOP by the Competent Authority for the whole of the IR, within eight
(8) years from the Effective Date or such extended period as may be reasonably
allowed in writing by the Lessor and in accordance with, in all respects, the
Accepted Proposal, the Planning Parameters, the LTA Agreement and all Laws
imposed on the Lessor or the Lessee in respect of the Land.;
 13.3.6
    
    the following new clauses shall be inserted into the Lease as new clauses 1.10.8 to
1.10.12:
 1.10.8
    
    Without prejudice to Clause 1.5.4, the Lessee shall ensure that each of the
Components are Finished by the Component Finish Date applicable to it.
 1.10.9
    
    In the event the Finish of any Component is delayed by more than three (3)
months from the applicable Component Finish Date applicable to it, the Lessee
shall give the Lessor written notice thereof, such notice to set out the
period of delay and to provide reasonable details of the cause of such delay.
The Lessee shall also provide, promptly upon the Lessors request, such
additional information and/or supporting evidence as may be required by the
Lessor in relation to any such delay.
  - 23 -




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##### 



1.10.10
    
    Subject always to the provisions of Clause 1.10.11, where the provisions of
Clause 1.10.9 apply, the Lessee shall also seek the approval of the Lessor to
an extension of time for the Finish of the relevant Component and the Lessor
shall grant its approval to an extension of time for the Finish of such
Component if the following conditions are met:
 (i)
    
    such delay is not more than twelve (12)
months from the applicable Component Finish Date applicable to such
Component for the Completion of any such Component; and
 (ii)
    
    such delay is not caused recklessly or by any
gross negligence on the part of the Lessee.
  1.10.11
    
    Notwithstanding any other provision in this Lease, where any period of
delay under Clause 1.10.10 extends beyond the Target Date, such extension of
time granted under Clause 1.10.10 shall end on the Target Date.1.10.12
    
    The Lessor hereby agrees that:
 (i)
    
    the Lessees failure to pay or incur one
hundred per cent (100%) of the Development Investment by the Target
Date, the Lessees failure to Complete one hundred per cent (100%) of
the Proposed GFA by the Target Date, the Lessees failure to Complete
the IR by the Target Date and/or a breach by the Lessee of the
provisions of Clause 1.10.8, shall not be an Event of Default under
Clause 4.1 but save as specifically provided in this Clause
1.10.12(i), nothing herein shall prejudice:
 (a)
    
    the exercise by the Lessor of
its rights under Clause 1.5.4; and
 (b)
    
    the rights and remedies
conferred upon the Lessor by any provision of this Lease
arising from any breach by the Lessee of its obligations under
the provisions of this Lease;
 (ii)
    
    the Lessee shall not be deemed to have failed
to Complete one hundred per cent (100%) of the Proposed GFA or to have
failed to Complete the IR by virtue only of:
 (a)
    
    a tenant having vacated any
premises located in that part of the IR comprising the retail
mall;
 (b)
    
    a tenant not having completed
its fitting out; or
 (c)
    
    the Lessee not having
obtained a tenant for any premises located in that part of the
IR comprising the retail mall
  - 24 -




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##### 



Provided That
 (iii)
    
    the Lessee is not obliged to open all parts
of the IR on the same day. The Lessee may open such parts or
Components or parts of Components of the IR as and when they are ready
for opening and in the case of the Casino, as and when the Casino has
been Completed and the Casino Licence has been issued. Nothing herein
shall relieve the Lessee from its obligations under Clause 1.10.1
and/or Clause 1.10.2; and
 (iv)
    
    in the event of any application by the Lessee
to the Lessor for approval to allow the Lessee to substitute the major
tenants proposed by the Lessee in the Accepted Proposal (one of which
shall be a premium fashion concept store such as Saks Fifth Avenue or
Neiman Marcus, and the other of which shall be a unique entertainment
concept brand such as SONY or GameWorks) with other retail operators,
the Lessor will approve the substitution if the substitute retail
operators proposed by the Lessee will not reduce the tourism appeal of
the IR.;
 13.3.7
    
    clause 4.1(b) of the Lease shall be deleted in its entirety and substituted with the
following new clause 4.1.(b):
 (ii)
    
    the Lessee is in breach of the provisions of Clause 1.9.6,
and/or Clause 1.10.1;;
 13.3.8
    
    the following new clause shall be inserted into the Lease as new clause 1.11A:
 1.11A
    
    BRIDGE FOUNDATION, STAIRCASES AND PLATFORM1.11A.1
    
    The Lessee shall:
 (i)
    
    ensure that the foundation as shown in yellow
on the plan marked as Annexure E attached to the Supplemental
Agreement as Appendix 7(for supporting the pedestrian bridge to be
constructed by the URA across the channel of water currently known as
Marina Channel) to be constructed by the Lessee on the Additional
State Land and land owned by the State, shall be independent of the
IR;
 (ii)
    
    construct, install and complete, at its own
cost and expense and in accordance with the requirements of the LTA
and the Competent Authorities, the Staircases and Platform including,
without limitation, the external lighting, balustrade railings and any
other facilities agreed by the Lessee and the Land Transport
Authority to be installed by the Lessee in relation to the
Staircases and Platform, such Staircases and Platform to be at that
part of the Land shown in green on the plan marked as Annexure F
attached to the Supplemental Agreement as Appendix 8; and
  - 25 -




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##### 



(iii)
    
    ensure that the Staircases and Platform and
the external lighting, balustrade railings and any other facilities
agreed by the Lessee and the Land Transport Authority to be installed
by the Lessee in relation to the Staircases and Platform, shall be
independent of the structures, mechanical and electrical equipment,
protection systems and other facilities located on, or serving, the
IR.
 1.11A.2
    
    Without prejudice to the generality of Clause 1.21 of this Lease, the
Lessee hereby agrees that, after completion of the construction and
installation of the Staircases and Platform and all external lighting,
balustrade railings and any other facilities agreed by the Lessee and the Land
Transport Authority to be installed by the Lessee in relation to the
Staircases and Platform:
 (i)
    
    the Lessee will give written notice thereof
to the Lessor;
 (ii)
    
    the Lessee shall, at the request of the
Lessor, surrender to the Lessor or to such other party as the Lessor
may direct, the Designated Staircases and Platform Stratum in order to
ensure that the Staircases and Platform and the external lighting,
balustrade railings and any other facilities agreed by the Lessee and
the Land Transport Authority to be installed by the Lessee in relation
to the Staircases and Platform, will be independent of the IR, such
surrender of the Designated Staircases and Platform Stratum to be on
the basis that the Lessor shall not be required to pay to the Lessee
any compensation, fee or charge to the Lessee on account of the
foregoing; and
 (iii)
    
    the Lessee shall, at its own cost and
expense, take all such steps as are necessary or appropriate in order
to facilitate the surrender of the Designated Staircases and Platform
Stratum to the Lessor or such other party as the Lessor may direct, as
soon as practicable after any such request for surrender of the
Designated Staircases and Platform Stratum is made by the Lessor.
 1.11A.3
    
    The Lessee hereby agrees that pending the surrender of the Designated
Staircases and Platform Stratum to the Lessor or to such other party as the
Lessor may direct:
 (i)
    
    the Lessee shall, at the request of the LTA,
provide to the LTA and any person authorised by the LTA with or
without workmen and others, access to the Staircases and Platform at
all times, without any charge, payment, hindrance, obstruction or
restriction whatsoever to facilitate maintenance of the Staircases and
Platform and the external lighting, balustrade railings and any other
facilities agreed by the Lessee and the Land Transport
Authority to be installed by the Lessee in relation to the
Staircases and Platform; and
  - 26 -




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##### 



(ii)
    
    the Staircases and Platform shall be deemed
to be areas designated or required by the LTA to be for public use and
pursuant thereto, the Lessee hereby agrees that the open spaces or
areas referred to in Clause 1.11.3 shall include, without limitation,
the Staircases and Platform.;
 13.3.9
    
    clause 6.1 of the Lease shall be deleted in its entirety and substituted with the
following new clause 6.1:
 6.1
    
    Neither party shall be liable for any loss or damage suffered
or incurred by the other party (including liability to have the Security
Deposit forfeited pursuant to Clause 1.5.4) arising from the first partys
delay in performing or failure to perform its obligations hereunder to the
extent that such delay or failure results from any event of Force Majeure and
for so long as such Force Majeure event continues to prevent the first party
from performing and discharging such obligations, Provided That:
 (i)
    
    the same arises without the fault or
negligence of the affected party;
 (ii)
    
    the affected party notifies the other party
within two (2) Business Days of becoming aware of the same of such
event of Force Majeure and the manner and extent to which its
obligations are likely to be prevented or delayed; and
 (iii)
    
    in the event that any event of Force Majeure
results in any delay or failure by the Lessee to pay or incur one
hundred per cent (100%) of the Development Investment by the Target
Date, Complete one hundred per cent (100%) of the Proposed GFA by the
Target Date, or Complete the IR by the Target Date, the Lessee shall
renew the Bankers Guarantee or Insurance Performance Bond for such
extended period as shall be necessary to ensure that the Bankers
Guarantee or Insurance Performance Bond shall be valid for a period of
not less than six (6) months from the Target Date plus the period of
delay caused by the event of Force Majeure. If the Lessee shall fail
to renew the Bankers Guarantee or Insurance Performance Bond in
accordance with this Clause 6.1(iii) by the Target Date, then the
Lessor shall, notwithstanding any other provision in this Lease, be
entitled to demand the payment of the Security Deposit secured by the
Bankers Guarantee or Insurance Performance Bond and hold such monies
as security for the due performance and observance by the Lessee of
the terms and conditions of this Lease SAVE THAT the Lessee shall not
be required to renew the Bankers Guarantee or the Insurance
Performance Bond for so long as the Bankers Guarantee or the
Insurance Performance Bond shall remain valid for a period of not less
than six months after the date falling on the Target Date plus the
period of delay caused by the event of Force Majeure.
  - 27 -




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##### 



13.3.10
    
    the following new clause shall be inserted into the Lease as new clause 1.26:
 1.26
    
    PROVISION OF INFORMATION
 1.26.1
    
    The parties hereby agree that the Lessee shall fully disclose to the Lessor,
within a reasonable time after receipt of the Lessors request, any relevant
information in relation to the construction, building and/or development of
the IR including information relating to the Lessees direct or indirect
holding companies and all relevant financial information Provided Thatnothing
herein shall require the Lessee to make disclosure to the Lessor of any of the
foregoing which is price sensitive information or material non-public
information (as used or defined under United States of America federal
securities laws and regulations) prior to the disclosure to the public, but
the Lessee shall ensure that on any disclosure of any such price sensitive
information or material non-public information to the public, such information
is made available to the Lessor either concurrently upon the disclosure
thereof to the public or, where concurrent disclosure to the Lessor is not
practicable, such information is made available to the Lessor as soon as
reasonably possible thereafter..
 13.4
    
    Additional Amendments to the Lease: The Parties hereby further agree that the amendments to
the Lease as more particularly provided in Clause 4.2.3(iv) and (v) of this Supplemental
Agreement shall take effect forthwith upon issuance of the Alienation Notice.
 14.
    
    Costs Expenses and Stamp Fees
 14.1
    
    Costs and Expenses: The Lessee shall forthwith pay on demand all legal and other professional
and technical fees and expenses on a full indemnity basis incurred by the Lessor in connection
with the preparation, finalisation and completion of this Supplemental Agreement and in
respect of all matters incidental thereto or arising therefrom or in connection therewith.
 14.2
    
    Stamp Fees: The Lessee shall pay all stamp fees payable in respect of this Supplemental
Agreement (in duplicate).
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15.
    
    Contracts (Rights of Third Parties) Act (Chapter 53B)
 15.1
    
    Third Parties: A person who is not a party to this Supplemental Agreement shall have no
rights under the Contracts (Rights of Third Parties) Act (Chapter 53B) to enforce or enjoy the
benefit of any term of this Supplemental Agreement except and to the extent that the
provisions of this Supplemental Agreement expressly provide for the Contracts (Rights of Third
Parties) Act (Chapter 53B) to apply to them.
 15.2
    
    Waiver of Requirement for Consent: Notwithstanding any of the provisions set out in this
Supplemental Agreement, the consent of any third party is not required for any rescission or
variation (including any waiver, release or compromise of any liability under) of any of
the provisions set out in this Supplemental Agreement nor for the termination of this
Supplemental Agreement.
 16.
    
    Governing Law and Jurisdiction
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Appendix 1
 (Annexure A  Clause 3.3.2)
 
  - 30 -




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Appendix 2
 (Annexure A  Clause 4.2.3(ii))
 
  - 31 -




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Appendix 3
 (Plan of the Additional State Land)
 
  - 32 -




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Appendix 4
 (Plan of Surrender Areas)
 
  - 33 -




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Appendix 5
 (Annexure D  Accepted Proposal)
 1.
    
    Volume 1 (Executive Summary  The Big Picture);
 2.
    
    Volume 2 (The Design Report  The Vision Realized);
 3.
    
    Volume 3 (Operations  The Formula for Success);
 4.
    
    Volume 4 (Public Attraction  The ArtScience Museum); and
 5.
    
    Volume 5 (Financial and Economics  The Benefits to Singapore).
 6.
    
    Annexes from Volume 2
 Worksheet A: Use Mix of the IRWorksheet B: Greenery ProvisionWorksheet C: Name(s) of Architect(s) / Designer(s) and Architectural and Consultant
Teams(s)
  Worksheet A: Development Investment (DI) of the IRWorksheet B: Gross Floor Area (GFA) of the IRWorksheet C1: Pro-Forma Income and Expenditure Statements for Individual Components of the
IRWorksheet C2: Consolidated Pro-Forma Income and Expenditure Statement of the IRWorksheet D: Cash Flow of the IRWorksheet E: Estimated Tax RevenueWorksheet F: Total Attendance of the IRWorksheet G: Total Additional Spending in Singapore Due to the IRWorksheet H: Employment at the IR
 
  - 34 -




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Appendix 6
 (Form of Amendment to Bankers Guarantee)
 To:
    
    Singapore Tourism BoardTourism Court1 Orchard Spring LaneSingapore 247729(hereinafter called STB)
  AMENDMENT GUARANTEE TO SECURITY DEPOSIT GUARANTEE NO. [] FOR SGD []
 WHEREAS
 (i)
    
    We refer to the Security Deposit Guarantee No. []dated 14 January 2008 (the Security
Deposit Guarantee) issued in favour of STB pursuant to Clause 5 of the Development Agreement
(the Development Agreement) dated 23 August 2006 and executed between STB and Marina Bay
Sands Pte Ltd (the Company).
 (ii)
    
    The Development Agreement has been amended, modified and supplemented pursuant to the
Supplemental Agreement (the Supplemental Agreement) dated on or about the date hereof and
made between STB and the Company and it is a condition of the Supplemental Agreement that we
issue this Amendment Guarantee to STB.
 NOW THIS AMENDMENT GUARANTEE WITNESSES
 1.
    
    Words and expressions which are specifically defined in the Development Agreement (as
amended, modified and supplemented by the Supplemental Agreement) shall, unless otherwise
defined in this Amendment Guarantee, have the same meanings when used in this Amendment
Guarantee.
 2.
    
    At the request of the Company, we []agree that with effect from the date hereof, the
Security Deposit Guarantee shall be amended as follows:
 (a)
    
    the first sentence of Clause 4 thereof shall be replaced in its entirety with
the following sentence:
 This Guarantee is conditional upon a claim as specified herein being made by STB
by way of a notice in writing addressed to us and the same being received by us at
[insert address of Banks notification office]at any time before the date falling
one hundred and eighty (180) days from the Expiry Date.
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(b)
    
    the insertion of the following new Clause 4A:
 4A.
    
    Our obligation to make payment to STB under this Guarantee
shall be a primary, independent and absolute obligation and we shall not be
entitled to delay or withhold payment for any reason whatsoever and any claim
or demand made by STB under this Guarantee shall be conclusive evidence of our
liability and of the amount of the sum or sums which we are liable to pay to
STB, notwithstanding any objection made by the Company or any other person.;
and
 (c)
    
    the insertion of the following new Clause 4B:
 4B.
    
    Our obligations and liability under this Guarantee shall
remain in full force and effect prior to the date falling one hundred and
eighty (180) days from the Expiry Date and shall not be discharged, released,
reduced or affected in any way by reason of any of the following: (a) any
time, indulgence, concession, waiver or consent at any time given to any
person, (b) any amendment, modification or supplement (however fundamental and
whether or not it increases or might result in the increase of our obligations
under this Guarantee) to any provision of the Development Agreement (as
amended, modified and supplemented by the Supplemental Agreement, the Amended
Development Agreement), the Supplemental Agreement or any other document, (c)
any provision of this Guarantee, the Amended Development Agreement or the
Supplemental Agreement or any obligations of any party under any such document
being or becoming illegal, invalid, void, voidable or unenforceable for any
reason whatsoever, (d) the winding-up, insolvency or liquidation of the
Company or any other person, or any step being taken for any such winding-up,
insolvency or liquidation, or (e) any other fact, circumstance, act, event,
omission or provision of statute or law or otherwise which but for this clause
might operate to discharge, impair or otherwise affect any of our obligations
under this Guarantee or any of the rights, powers or remedies conferred on STB
by this Guarantee or by law.
 3.
    
    We hereby acknowledge and confirm that save for the amendments to the Security Deposit
Guarantee described in Clause 2 above, all other provisions of the Security Deposit Guarantee
are hereby confirmed and shall remain in full force and effect. For the avoidance of doubt,
we further acknowledge and confirm that our obligations under the Security Deposit Guarantee,
as amended, modified and supplemented by this Amendment Guarantee, remain valid, legally
binding and enforceable, notwithstanding the fact that the Development Agreement has been
amended, modified and supplemented by the Supplemental Agreement.
 4.
    
    The Security Deposit Guarantee and this Amendment Guarantee shall be read and construed as
one document and this Amendment Guarantee shall be considered to be
part of the Security Deposit Guarantee and, without prejudice to the generality of the
foregoing, here the context so allows, references in the Security Deposit Guarantee to
this Guarantee shall be read and construed as references to the Guarantee as amended,
modified and supplemented by this Amendment Guarantee.
  - 36 -




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5.
    
    This Amendment Guarantee shall be governed by and construed in accordance with the laws of
the Republic of Singapore and subject to the jurisdiction of the Singapore courts.
 
 IN WITNESS WHEREOF
 [Signed Sealed and Delivered for and on behalf of
[]
by its Attorney
[]
acting under a Power of Attorney
dated []
    

}(a copy of which was deposited in the 
Registry of the Supreme Court, Singapore 
on [] and registered
as No. []) in the presence of:_______]
    
    ]
  - 37 -




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Appendix 7
 (Annexure E   Plan showing location of Foundation for Pedestrian Bridge)
 
  - 38 -




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Appendix 8
 (Annexure F  Plan showing location of Staircases and Platform)
 
  - 39 -




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- 40 -




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- 41 -




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Schedule
 (Components of the IR and Component Finish Dates)
 A. COMPONENTFINISH DATE
    
    B. COMPONENTEnd First Quarter 2010
    
       Approximately 1,000 hotel rooms   Up to 50% of the retail space   Approximately 1,800 F&B seats including three Celebrity Chef restaurants   Casino   MICE facilities including two levels of expo space, level 4 meeting rooms and grand ballroom1   Upper-level promenade2   Event Plaza, including lower-level promenade area3   ArtScience Museum appears externally complete15 May 2010
    
       Remaining 1,500 hotel rooms30 June 2010
    
       Remaining retail space, subject to tenant leasing and fit-out   Remaining three Celebrity Chef restaurants   All SkyPark areas, subject to tenant leasing and fit-out   IR appears externally complete30 September 2010
    
       Resident theatre31 December 2010
    
       Mixed use theatre   Crystal Pavilions, subject to tenant leasing and fit-out   ArtScience Museum   Light and water show   MICE facilities on level 3
 
 1
    
    The Lessee shall Finish the third level MICE
facilities no later than 31 December 2011.2
    
    This will supersede the time for completion in
clause 4.12.14 and the corresponding item in Table 5 of Annex B1 to the RFP
which currently require Completion of the Waterfront Promenade by latest end
December 2009 or concurrently with the TOP of the First Phase and may be
subject to change due to ongoing discussions between the Parties and the
Competent Authorities.3
    
    This will supersede the time for
completion in clause 4.12.14 and the corresponding item in Table 5 of Annex B1
to the RFP which currently require Completion of the Waterfront Promenade and
the Event Plaza concurrently with the TOP of the First Phase.  - 42 -




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In witness whereof Supplemental Agreement
 The LessorSigned
by 
for and behalf ofSINGAPORE TOURISM BOARD
    
    }
    

/s/
Aw Kah Peng
Chief Executive
 /s/ Margaret TeoWitness signatureName:  Margaret TeoAddress: The LesseeSigned by
for and behalf ofMARINA BAY SANDS PTE. LTD.
    
    }
    

/s/
George Tanasijevich
Vice President Singapore Development
 /s/ S SurenthirarajWitness signatureName:  S SurenthirarajAddress:  - 43 -