Exhibit 10.1
 FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT
Dated as of April 15, 2009
 FIRST AMENDMENT Amendment LAS VEGAS SANDS, LLC Borrower LAS VEGAS SANDS
CORP. LVSC THE BANK OF NOVA SCOTIA Administrative Agent GUARANTORS GOLDMAN SACHS LENDING PARTNERS LLC Auction Manager
 RECITALS
 WHEREAS Credit Agreement
 WHEREAS
 WHEREAS
 WHEREAS
 NOW THEREFORE
 1. Amendments to Credit Agreement .




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2 Amendments to the Table of Contents of the Credit Agreement Appendices
   Amendments to Section 1.1 of the Credit Agreement (Definitions)
 Addition of New Definitions
 Applicable Threshold Price Appendix C
 Auction Assignment Agreement
 Auction Certificate
 Auction Loan Purchase
 Auction Manager
 Auction Purchase Effective Date
 Excluded Information
 Expiration Time
 First Amendment




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3 First Amendment Effective Date
 Maximum Offer Amount Appendix C
 Offer
 Offer Document Appendix C
 Purchase Consideration
 Amendments to the Definition of Assignment Agreement. Assignment Agreement
  Amendments to the Definition of Eligible Assignee Eligible Assignee
 Eligible Assignee provided provided further




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4 provided provided provided provided further
 Amendments to Section 2.7 of the Credit Agreement (Evidence of Debt; Register,
Lenders Books and Records; Notes)
 Amendments to Section 2.12 of the Credit Agreement (Scheduled Payments/Commitment
Reductions)
 Impact of Cancellations provided




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5  Amendments to Section 8.1 of the Credit Agreement (Events of Default)
  Amendments to Section 10.2 of the Credit Agreement (Expenses)
 Amendments to Section 10.6 of the Credit Agreement (Successors and Assigns;
Participations)
 Generally)
 Amendments to Section 10.6(c) (Right to Assign)
 Right to Assign provided




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6 provided provided however Settlement Confirmation
 Amendments to Section 10.6(d) (Mechanics)
  Amendments to Section 10.6(e) (Representations and Warranties of Assignee)




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7 provided
 Addition of New Section 10.6(j) to the Credit Agreement (Assignments to LVSC)
 Assignments to LVSC
 Purchase Consideration Appendix D Auction Certificate
 Offer




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8 provided however provided provided further
 Excluded
Information provided




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9   Auction Purchase Effective
Date




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10    provided provided further provided however




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11   Addition of New Appendices to the Credit Agreement Appendices Appendix C Appendix
B Exhibit 1 Appendix D Appendix C Exhibit 2
 Conditions to Effectiveness
 First Amendment Effective Date




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12   Representations and Warranties
 Representations and Warranties of Each Credit Party
 Corporate Power and Authority
 Enforceability; Binding Obligations




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13 Governmental Consents
 Incorporation of Representations and Warranties from Credit Agreement
 No Conflicts
 No Default
 Representations and Warranties of LVSC




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14 Corporate Power and Authority
 Enforceability; Binding Obligations
 Governmental Consents
 Acknowledgment and Consent




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15   Appointment of Goldman Sachs Lending Partners LLC as Auction Manager
 Immunity and Indemnification of Agents




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16 Reference to and Effect on Credit Agreement and other Credit Documents
    Counterparts .
 Headings .
 10. Governing Law .
 signature pages follow




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IN WITNESS WHEREOF
 BORROWER:

LAS VEGAS SANDS, LLCBy:
    /s/ Robert G. GoldsteinName:
    Robert G. GoldsteinTitle:
    Senior Vice President Signature Page for Las Vegas Sands, LLC First Amendment to Credit and Guaranty Agreement




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LAS VEGAS SANDS CORP.
 
 By:
    /s/ Robert G. GoldsteinName:
    Robert G. GoldsteinTitle:
    Senior Vice President Signature Page for Las Vegas Sands, LLC First Amendment to Credit and Guaranty Agreement




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GUARANTORS:
 VENETIAN CASINO RESORT, LLC
VENETIAN TRANSPORT LLC
 their Managing Member
 
 By:
    /s/ Robert G. GoldsteinName:
    Robert G. GoldsteinTitle:
    Senior Vice President Signature Page for Las Vegas Sands, LLC First Amendment to Credit and Guaranty Agreement




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GUARANTORS:
 PALAZZO CONDO TOWER, LLC
LIDO INTERMEDIATE HOLDING COMPANY, LLC
MALL INTERMEDIATE HOLDING COMPANY, LLC
VENETIAN VENTURE DEVELOPMENT, LLC
 their Managing Member
 their Managing Member
 
 By:
    /s/ Robert G. GoldsteinName:
    Robert G. GoldsteinTitle:
    Senior Vice President Signature Page for Las Vegas Sands, LLC First Amendment to Credit and Guaranty Agreement




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GUARANTOR:
 LIDO CASINO RESORT HOLDING COMPANY, LLC
 its Managing Member
 its Managing Member
 its Managing Member
 
 By:
    /s/ Robert G. GoldsteinName:
    Robert G. GoldsteinTitle:
    Senior Vice President Signature Page for Las Vegas Sands, LLC First Amendment to Credit and Guaranty Agreement




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GUARANTOR:
 PHASE II MALL HOLDING, LLC
 its Managing Member
 its Managing Member
 its Managing Member
 its Managing Member
 
 By:
    /s/Robert G. GoldsteinName:
    Robert G. GoldsteinTitle:
    Senior Vice President Signature Page for Las Vegas Sands, LLC First Amendment to Credit and Guaranty Agreement




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GUARANTOR:
 PHASE II MALL SUBSIDIARY, LLC
 its Managing Member    its Managing Member
 its Managing Member
 its Managing Member
 its Managing Member
 
 By:
    /s/ Robert G. GoldsteinName:
    Robert G. GoldsteinTitle:
    Senior Vice President Signature Page for Las Vegas Sands, LLC First Amendment to Credit and Guaranty Agreement




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GUARANTORS:
INTERFACE GROUP-NEVADA, INC.By:
    /s/ Bradley H. StoneName:
    Bradley H. StoneTitle:
    Executive Vice PresidentSANDS PENNSYLVANIA, INC.By:
    /s/ Robert G. GoldsteinName:
    Robert G. GoldsteinTitle:
    Senior Vice PresidentVENETIAN MARKETING, INC.By:
    /s/ Robert G. GoldsteinName:
    Robert G. GoldsteinTitle:
    President Signature Page for Las Vegas Sands, LLC First Amendment to Credit and Guaranty Agreement




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THE BANK OF NOVA SCOTIA,
   as Administrative AgentBy:

/s/ Annabella GuoName:
    Annabella GuoTitle:
    Director Signature Page for Las Vegas Sands, LLC First Amendment to Credit and Guaranty Agreement




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GOLDMAN SACHS LENDING PARTNERS LLC,
   as Auction ManagerBy:
    /s/ Alexis MagedName:
    Alexis MagedTitle:
    Authorized Signatory Signature Page for Las Vegas Sands, LLC First Amendment to Credit and Guaranty Agreement