**TABLE OF CONTENTS**               **Page**  1. Definitions4          2. General; Securities Subject to this Agreement 10   (a) Grant of Rights  10   (b) Registrable Securities  10   (c) Holders of Registrable Securities  10   (d) Transfer of Registration Rights  11          3. Demand Registration11   (a) Request for Demand Registration  11   (b) Incidental or “Piggy-Back” Rights with Respect to a Demand Registration  12   (c) Effective Demand Registration  13   (d) Expenses  13   (e) Underwriting Procedures  13   (f) Selection of Underwriters  13   (g) Withdrawal  14          4. Incidental or “Piggy-Back” Registration14   (a) Request for Incidental Registration  14   (b) Expenses  15          5. Form S-3 Registration15   (a) Request for a Form S-3 Registration  15   (b) Form S-3 Underwriting Procedures  16   (c) Limitations on Form S-3 Registrations  17   (d) Expenses  17          6. Hedging Transactions17          7. Holdback Agreements18   (a) Restrictions on Public Sale by Designated Holders  18   (b) Restrictions on Public Sale by the Company  19          8. Registration Procedures19   (a) Obligations of the Company  19   (b) Seller Information  22   (c) Notice to Discontinue  23   (d) Registration Expenses  23          9. Indemnification; Contribution24   (a) Indemnification by the Company  24   (b) Indemnification by Designated Holders  24   (c) Conduct of Indemnification Proceedings  24  Registration Rights Agreement Page 2 of 37
 

 
               **Page**    (d) Contribution  25          10. Rule 144 26          11. Miscellaneous26   (a) Registration Defaults; Effect Under Indenture and Convertible Senior Notes  26   (b) Stock Splits, etc.  27   (c) No Inconsistent Agreements  27   (d) Remedies  27   (e) Amendments and Waivers  27   (f) Notices  27   (g) Permitted Assignees; Third Party Beneficiaries  28   (h) Counterparts  28   (i) GOVERNING LAW  28   (j) Severability  28   (k) Rules of Construction  28   (l) Entire Agreement  29   (m) Further Assurances  29   (n) Other Agreements  29  Registration Rights Agreement Page 3 of 37
 

 
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT          AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of September 30, 2008, by andamong Las Vegas Sands Corp., a Nevada corporation (the “Company”), Dr. Miriam Adelson (the“Adelson Purchaser”), the other Adelson Holders (as defined below) and the Other Holders(as defined below) that are party to this Agreement from time to time.          WHEREAS, the Company consummated an Initial Public Offering (as hereinafter defined) onDecember 20, 2004;          WHEREAS, the Company and U.S. Bank National Association (the “Trustee”) have executedan Indenture, dated as of the date hereof (the “Base Indenture”);          WHEREAS, pursuant to the terms of the Base Indenture, the Company has executed and deliveredto the Trustee, a First Supplemental Indenture, dated as of the date hereof (the “FirstSupplemental Indenture,” and together with the Base Indenture, the “Indenture”),providing for the issuance, and setting forth the terms, of the Company’s 61/2% Convertible SeniorNotes due 2013 (the “Convertible Senior Notes”);          WHEREAS, under the Convertible Note Purchase Agreement, dated as of the date hereof (the“Purchase Agreement”), by and between the Adelson Purchaser and the Company, the Companyhas agreed to sell, and the Adelson Purchaser has agreed to purchase, Convertible Senior Notes ofthe Company;          WHEREAS, in order to induce the Adelson Purchaser to purchase the Notes pursuant to thePurchase Agreement and to provide for the grant of registration rights with respect to theRegistrable Securities (as hereinafter defined), the Company is willing to enter into thisAgreement.          NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein andfor good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, theparties hereto agree as follows:          1. DEFINITIONS. As used in this Agreement, and unless the context requires a different meaning,the following terms have the meanings indicated:          “Adelson Holders” means collectively Sheldon G. Adelson, the Sheldon G. Adelson 2002Remainder Trust, the Adelson Purchaser, the Sheldon G. Adelson 2005 Family Trust u/d/t dated April25, 2005, the Dr. Miriam and Sheldon G. Adelson Charitable Trust u/d/t dated December 12, 1994, theESBT Y TRUST u/d/t dated October 1, 2002, the ESBT S TRUST u/d/t dated October 1, 2002, the QSST ATRUST u/d/t dated October 1, 2002, the QSST M TRUST u/d/t dated October 1, 2002, the Sheldon G.Adelson 2004 Remainder Trust u/d/t dated May 31, 2004, the Sheldon G. Adelson 2007 Two Year LVSAnnuity Trust u/d/t dated May 1, 2007, the Sheldon G. Adelson 2007 Three Year LVS Annuity Trustu/d/t dated May 1, 2007, the Sheldon G. Adelson July 2007 Two Year LVS Annuity Trust u/d/t datedJuly 30, 2007, the Sheldon G. Adelson July 2007 Three Year LVS Annuity Trust u/d/t dated July 30,2007, the Sheldon G. Adelson April 2008 Two Year LVS Annuity Trust u/d/t dated   Registration Rights Agreement Page 4 of 37
 

 
April 1, 2008, the Sheldon G. Adelson April 2008 Three Year LVS Annuity Trust u/d/t datedApril 1, 2008, the Sheldon G. Adelson July 2008 Two Year LVS Annuity Trust u/d/t dated July 28,2008, the Sheldon G. Adelson July 2008 Three Year LVS Annuity Trust u/d/t dated July 28, 2008 andthe assignees of each of the foregoing as permitted by Section 2(d) of this Agreement.          “Affiliate” means, with respect to a Person, any other Person directly or indirectlycontrolling or controlled by or under direct or indirect common control with such specified Person.For purposes of this definition, “control” (including, with correlative meanings, the terms“controlling,” “controlled by” and “under common control with”), as used with respect to a Person,shall mean the possession, directly or indirectly, of the power to direct or cause the direction ofthe management or policies of such Person, whether through the ownership of voting securities, byagreement or otherwise.          “Agreement” means this Registration Rights Agreement as the same may be amended,supplemented or modified in accordance with the terms hereof.          “Approved Underwriter” has the meaning set forth in Section 3(f) of this Agreement.          “Base Indenture” has the meaning set forth in the recitals of this Agreement.          “Board of Directors” means the Board of Directors of the Company.          “Business Day” means any day other than a Saturday, Sunday or other day on whichcommercial banks in the State of New York or Nevada are authorized or required by law or executiveorder to close.          “Closing Price” means, with respect to the Registrable Securities, as of the date ofdetermination, (a) if the Registrable Securities are listed on a national securities exchange, theclosing price per share or per $1,000 in principal amount with respect to Convertible Senior Notesof a Registrable Security on such date published in The Wall Street Journal (NationalEdition) or, if no such closing price on such date is published in The Wall Street Journal(National Edition), the average of the closing bid and asked prices on such date, as officiallyreported on the principal national securities exchange on which the Registrable Securities are thenlisted or admitted to trading; or (b) if the Registrable Securities are not then listed or admittedto trading on any national securities exchange but are designated as national market systemsecurities by the NASD, the last trading price per share or per $1,000 in principal amount withrespect to Convertible Senior Notes of a Registrable Security on such date; or (c) if there shallhave been no trading on such date or if the Registrable Securities are not designated as nationalmarket system securities by the NASD, the average of the reported closing bid and asked prices ofthe Registrable Securities on such date as shown by The Nasdaq Stock Market, Inc. (or itssuccessor) and reported by any member firm of The New York Stock Exchange, Inc. selected by theCompany; or (d) if none of (a), (b) or (c) is applicable, a market price per share or per $1,000 inprincipal amount with respect to Convertible Senior Notes determined in good faith by the Board ofDirectors. If trading is   Registration Rights Agreement Page 5 of 37
 

 
conducted on a continuous basis on any exchange, then the closing price shall be as set forthat 4:00 P.M. New York City time.          “Commission” means the Securities and Exchange Commission or any similar agency thenhaving jurisdiction to enforce the Securities Act.          “Common Stock” means (i) the Common Stock, par value $0.001 per share, of the Company,(ii) any other common stock of the Company, (iii) any securities of the Company or any successor orassign of the Company into which such stock described in clauses (i) and (ii) is reclassified orreconstituted or into which such stock is converted or otherwise exchanged in connection with acombination of shares, recapitalization, merger, sale of assets, consolidation or otherreorganization or otherwise or (iv) any securities received as a dividend or distribution inrespect of the securities described in clauses (i), (ii), and (iii) above.          “Company” has the meaning set forth in the preamble to this Agreement.          “Company Underwriter” has the meaning set forth in Section 4(a) of this Agreement.          “Convertible Note Registration Statement” has the meaning set forth in the definitionof “Registration Default.”          “Convertible Senior Notes” has the meaning set forth in the recitals to thisAgreement.          “Demand Registration” has the meaning set forth in Section 3(a) of this Agreement.          “Designated Holder” means each of the Adelson Holders and Other Holders.          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rulesand regulations of the Commission thereunder.          “First Supplemental Indenture” has the meaning set forth in the recitals to thisAgreement.          “Hedging Counterparty” means a broker-dealer registered under Section 15(b) of theExchange Act or an Affiliate thereof.          “Hedging Transaction” means any transaction involving a security linked to theRegistrable Securities or any security that would be deemed to be a “derivative security” (asdefined in Rule 16a-1(c) under the Exchange Act) with respect to the Registrable Securities ortransaction (even if not a security) which would (were it a security) be considered such aderivative security, or which transfers some or all of the economic risk of ownership of theRegistrable Securities, including, without limitation, any forward contract, equity swap, put orcall, put or call equivalent position, collar, non-recourse loan, sale of   Registration Rights Agreement Page 6 of 37
 

 
exchangeable security or similar transaction. For the avoidance of doubt, the followingtransactions shall be deemed to be Hedging Transactions:          (a) transactions by a Designated Holder in which a Hedging Counterparty engages in short salesof Registrable Securities pursuant to a Prospectus and may use Registrable Securities to close outits short position;          (b) transactions pursuant to which a Designated Holder sells short Registrable Securitiespursuant to a Prospectus and delivers Registrable Securities to close out its short position;          (c) transactions by a Designated Holder in which the Designated Holder delivers, in atransaction exempt from registration under the Securities Act, Registrable Securities to theHedging Counterparty who will then publicly resell or otherwise transfer such RegistrableSecurities pursuant to a Prospectus or an exemption from registration under the Securities Act; and          (d) a loan or pledge of Registrable Securities to a Hedging Counterparty who may then become aselling stockholder and sell the loaned shares or, in an event of default in the case of a pledge,then sell the pledged shares, in each case, in a public transaction pursuant to a Prospectus.          “Holders’ Counsel” has the meaning set forth in Section 8(a)(i) of this Agreement.          “Incidental Registration” has the meaning set forth in Section 4(a) of this Agreement.          “Indemnified Party” has the meaning set forth in Section 9(c) of this Agreement.          “Indemnifying Party” has the meaning set forth in Section 9(c) of this Agreement.          “Indenture” has the meaning set forth in the recitals to this Agreement.          “Initial Public Offering” means the initial public offering of the shares of CommonStock of the Company pursuant to an effective Registration Statement filed under the SecuritiesAct.          “Initiating Holders” has the meaning set forth in Section 3(a) of this Agreement.          “Inspector” has the meaning set forth in Section 8(a)(vii) of this Agreement.          “IPO Effectiveness Date” means the date upon which the Company consummates the InitialPublic Offering.   Registration Rights Agreement Page 7 of 37
 

 
          “Liability” has the meaning set forth in Section 9(a) of this Agreement.          “Liquidated Damages” has the meaning set forth in Section 11(a) of this Agreement.          “Lock-up Agreement” means, with respect to each Designated Holder, the lock-upagreement, dated the IPO Effectiveness Date, entered into by such Designated Holder with theunderwriters of the Initial Public Offering.          “Majority Designated Holders” means beneficial owners of Registrable Securitiesrepresenting more than 50% of the total number of outstanding Registrable Securities (on anas-converted basis).          “Market Price” means, on any date of determination, the average of the daily ClosingPrice of the Registrable Securities for the immediately preceding thirty (30) days on which thenational securities exchanges are open for trading; provided, however, that if theClosing Price is determined pursuant to clause (d) of the definition of Closing Price, the “MarketPrice” means such Closing Price on the date of determination.          “NASD” means the National Association of Securities Dealers, Inc.          “Other Holders” means collectively William P. Weidner, Weidner Holdings, LLC, BradleyH. Stone, The Stone Crest Trust, Robert G. Goldstein, The Robert and Sheryl Goldstein Trust, SCGoldstein Holdings, LLC, David Friedman, Richard Heller, Dan Raviv, Harry D. Miltenberger andCharles D. Forman and the assignees of each of the foregoing as permitted by Section 2(d) of thisAgreement.          “Permitted Assignee” means, with respect to any Person, to the extent applicable, (i)such Person’s parents, spouse, siblings, children (including stepchildren and adopted children),childrens’ spouses, grandchildren or grandchildrens’ spouses thereof (“Family Members”),(ii) a trust, corporation, partnership or limited liability company, a majority of the beneficialinterests of which shall be held by such Person, such Person’s Affiliates and/or such Person’sFamily Members, (iii) such Person’s heirs, executors, administrators, estate or a trust under suchPerson’s will, (iv) an entity described in Section 501(c)(3) of the United States Internal RevenueCode of 1986, as amended, that is established by such Person and (v) any Person to whom such Persontransfers Registrable Securities representing at least 1% of the outstanding Common Stock as of thedate of such transfer.          “Permitted Withdrawal” has the meaning set forth in Section 3(g) of this Agreement.          “Person” means any individual, firm, corporation, partnership, limited liabilitycompany, trust, incorporated or unincorporated association, joint venture, joint stock company,limited liability company, government (or an agency or political subdivision thereof) or otherentity of any kind, and shall include any successor (by merger or otherwise) of such entity.   Registration Rights Agreement Page 8 of 37
 

 
          “Pledgee” has the meaning set forth in Section 2.4(d).          “Prospectus” means the prospectus related to any Registration Statement (including,without limitation, a prospectus that discloses information previously omitted from a prospectusfiled as part of an effective registration statement in reliance on Rule 415 (or any successor ruleor regulation) under the Securities Act), as amended or supplemented by any amendment or prospectussupplement, including post-effective amendments, and all materials incorporated by reference insuch prospectus.          “Purchase Agreement” has the meaning set forth in the recitals to this Agreement.          “Records” has the meaning set forth in Section 8(a)(vii) of this Agreement.          “Registrable Securities” means, subject to Section 2(d)(i), (i) any and all shares ofCommon Stock now or hereafter owned by the Designated Holders or issued or issuable upon conversionof any convertible securities or exercise of any warrants or options now or hereafter held by anyof the Designated Holders, (ii) the Convertible Senior Notes held by the Adelson Purchaser (or anyPermitted Assignee or Affiliate of the Adelson Purchaser that hereafter holds any ConvertibleSenior Notes issued pursuant to the Indenture) and (iii) any shares of Common Stock issued orissuable upon conversion of any Convertible Senior Notes held by the Adelson Purchaser (or anyAdelson Holder or Permitted Assignee to which the Adelson Purchaser may assign any ConvertibleSenior Notes) pursuant to the terms of the Indenture.          “Registration Default” means (i) the failure of the Company to file any registrationstatement in respect of Registrable Securities described in clauses (ii) and (iii) of thedefinition thereof required to be filed pursuant to Section 5 hereof with the Commissionwithin 90 days after request is made pursuant to the terms hereof (each, a “Convertible NoteRegistration Statement”), (ii) the failure of the Company to cause any Convertible NoteRegistration Statement to be declared effective by the Commission within 120 days after a requestis made pursuant to the terms hereof or (iii) in the event that any Convertible Note RegistrationStatement required by this Agreement that is filed and declared effective and thereafter ceases tobe effective or fails to be usable for its intended purpose prior to the end of the periodspecified in Section 8(a)(ii) hereof, the failure of the Company to succeed suchConvertible Note Registration Statement immediately by a post-effective amendment to suchConvertible Note Registration Statement or a new registration statement that cures such failure andthat is itself immediately declared effective.          “Registration Expenses” has the meaning set forth in Section 8(d) of this Agreement.          “Registration Statement” means a Registration Statement filed pursuant to theSecurities Act.          “S-3 Initiating Holders” has the meaning set forth in Section 5(a) of this Agreement.   Registration Rights Agreement Page 9 of 37
 

 
          “S-3 Registration” has the meaning set forth in Section 5(a) of this Agreement.          “Securities Act” means the Securities Act of 1933, as amended, and the rules andregulations of the Commission promulgated thereunder.          “Specified Holder” means (i) Daniel Raviv, (ii) any Permitted Assignee of Daniel Ravivand (iii) any Pledgee of any Person described in clauses (i) and (ii) above that complies withSection 2(d) of this Agreement.          “Transfer Restricted Notes” means each Convertible Senior Note and each share ofCommon Stock issuable upon conversion thereof (and any security issued with respect thereto uponany stock dividend, split or similar event) until the earliest of the date on which suchConvertible Senior Note or share of Common Stock, or any security issued with respect thereto uponany stock dividend, split or similar event, as the case may be: (i) has been transferred pursuantto a Registration Statement filed pursuant to Rule 415 of the Securities Act or anotherRegistration Statement covering such Convertible Senior Note or shares of Common Stock which hasbeen filed with the Commission pursuant to the Securities Act, in either case after suchRegistration Statement has become effective and while such Registration Statement is effectiveunder the Securities Act; (ii) has been transferred pursuant to Rule 144 (or any similar provisionthen in force); (iii) may be sold or transferred pursuant to Rule 144 (or any successor provisionpromulgated by the Commission); or (iv) ceases to be outstanding.          “Trustee” has the meaning set forth in the recitals to this Agreement.          “Valid Business Reason” has the meaning set forth in Section 3(a) of this Agreement.          2. GENERAL; SECURITIES SUBJECT TO THIS AGREEMENT.               (a) **Grant of Rights**. The Company hereby grants registration rights to the Designated Holders uponthe terms and conditions set forth in this Agreement.               (b) **Registrable Securities**. For the purposes of this Agreement, Registrable Securities held byany Designated Holder will cease to be Registrable Securities, when (i) a Registration Statementcovering such Registrable Securities has been declared effective under the Securities Act by theCommission and such Registrable Securities have been disposed of pursuant to such effectiveRegistration Statement (except as provided by Section 2(d)), (ii) the entire amount of theRegistrable Securities held by any Designated Holder may be sold in a single sale, in the opinionof counsel reasonably satisfactory to the Company, without any limitation as to volume pursuant toRule 144 (or any successor rule or regulation) under the Securities Act or (iii) they have ceasedto be outstanding.               (c) **Holders of Registrable Securities**. A Person is deemed to be a holder of RegistrableSecurities whenever such Person owns of record Registrable Securities, or holds an option topurchase, or a security convertible into or exercisable or exchangeable for, Registrable Securitieswhether or not such acquisition or conversion has actually been   Registration Rights Agreement Page 10 of 37
 

 
effected. If the Company receivesconflicting instructions, notices or elections from two or more Persons with respect to the sameRegistrable Securities, the Company may act upon thebasis of the instructions, notice or election received from the registered owner of suchRegistrable Securities. Registrable Securities issuable upon exercise of an option or uponconversion of another security, whether or not currently exercisable, shall be deemed outstandingfor the purposes of this Agreement.               (d) **Transfer of Registration Rights**.                    (i) Each Designated Holder may transfer or pledge Registrable Securities with the associatedregistration rights under this Agreement (including transfers occurring by operation of law or byreason of intestacy) to a Permitted Assignee, Affiliate of such Permitted Assignee or pledgee(“Pledgee”) only if (1) subject to the penultimate sentence of this Section 2(d), suchPermitted Assignee or Pledgee agrees in writing to be bound as a Designated Holder by theprovisions of this Agreement and (2) immediately following such transfer or pledge, the furtherdisposition of such Registrable Securities by such Permitted Assignee or Pledgee would berestricted under the Securities Act and the entire amount of all such Registrable Securities couldnot be sold in a single sale, in the opinion of counsel reasonably satisfactory to the Company,without any limitation as to volume pursuant to Rule 144 (or any successor rule or regulation)under the Securities Act. Upon any transfer of Registrable Securities other than as set forth inthis Section 2(d), such securities shall no longer constitute Registrable Securities, except thatany Registrable Securities that are pledged or made the subject of a Hedging Transaction, whichRegistrable Securities are not ultimately disposed of by the Designated Holder pursuant to suchpledge or Hedging Transaction shall, to the extent such Registrable Securities remain “restrictedsecurities” under the Securities Act, be deemed to remain “Registrable Securities” notwithstandingthe release of such pledge or the completion of such Hedging Transaction.                    (ii) If a Designated Holder assigns its rights under this Agreement in connection with thetransfer of less than all of its Registrable Securities, the Designated Holder shall retain itsrights under this Agreement with respect to its remaining Registrable Securities. If a DesignatedHolder assigns its rights under this Agreement in connection with the transfer of all of itsRegistrable Securities, such Designated Holder shall have no further rights or obligations underthis Agreement, except under Section 8 hereof in respect of offerings in which it participated.          3. DEMAND REGISTRATION.               (a) **Request for Demand Registration**. Any Adelson Holder or Adelson Holders (each, an“Initiating Holder”) may make a written request to the Company to register, and the Companyshall register, under the Securities Act (other than pursuant to a Registration Statement on FormS-4 or S-8 or any successor form thereto) (a “Demand Registration”) the number ofRegistrable Securities stated in such request; provided, however, that the Companyshall not be obligated to effect (i) a Demand Registration if the Initiating Holders, together withthe Designated Holders (other than the Initiating Holders) which have requested to registersecurities in such registration pursuant to Section 3(b), propose to sell their RegistrableSecurities at an aggregate price (calculated based upon the Market Price of   Registration Rights Agreement Page 11 of 37
 

 
the RegistrableSecurities on the last date on which the Company could receive requests for inclusion in suchDemand Registration under Section 3(b)) to the public of less than$20,000,000, (ii) any such Demand Registration commencing prior to the time permitted underthe Lock-up Agreement of the Designated Holder, as such Lock-up Agreement may be amended or waived,or (iii) any such Demand Registration within ninety (90) days after the effective date of any otherRegistration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 orany successor form thereto or an “automatic shelf registration” on Form S-3). If the Board ofDirectors, in its good faith judgment, determines that any registration of Registrable Securitiesshould not be made or continued because it would materially interfere with any material financing,acquisition, corporate reorganization or merger or other material transaction involving the Company(a “Valid Business Reason”), the Company may (x) postpone filing a Registration Statementrelating to a Demand Registration until such Valid Business Reason no longer exists, but in noevent for more than forty-five (45) days after the date when the Demand Registration was requestedor, if later, after the occurrence of the Valid Business Reason and (y) in case a RegistrationStatement has been filed relating to a Demand Registration, the Company, upon the approval of amajority of the Board of Directors, may cause such Registration Statement to be withdrawn and itseffectiveness terminated or may postpone amending or supplementing such Registration Statement (inwhich case, if the Valid Business Reason no longer exists or if more than forty-five (45) days havepassed since such withdrawal or postponement, the Initiating Holders may request a new DemandRegistration). The Company shall give written notice of its determination to postpone or withdrawa Registration Statement and of the fact that the Valid Business Reason for such postponement orwithdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstandinganything to the contrary contained herein, the Company may not postpone or withdraw a filing underthis Section 3(a) more than once in any six (6) month period. Each request for a DemandRegistration by the Initiating Holders shall state the amount of the Registrable Securitiesproposed to be sold and the intended method of disposition thereof.               (b) **Incidental or “Piggy-Back” Rights with Respect to a Demand Registration**. Each of theDesignated Holders (other than Initiating Holders which have requested a registration under Section3(a)) may offer its Registrable Securities under any Demand Registration pursuant to this Section3. Within five (5) days after the receipt of a request for a Demand Registration from anInitiating Holder, the Company shall (i) give written notice thereof to all of the DesignatedHolders (other than Initiating Holders which have requested a registration under Section 3(a)) and(ii) subject to Section 3(e), include in such registration all of the Registrable Securities heldby such Designated Holders from whom the Company has received a written request for inclusiontherein within ten (10) days of the date on which the Company sent the written notice referred toin clause (i) above. Each such request by such Designated Holder shall specify the number ofRegistrable Securities proposed to be registered. The failure of any Designated Holder to respondwithin such 10-day period referred to in clause (ii) above shall be deemed to be a waiver of suchDesignated Holder’s rights under this Section 3(b) with respect to such Demand Registration. AnyDesignated Holder may waive its rights under this Section 3(b) prior to the expiration of such10-day period by giving written notice to the Company.   Registration Rights Agreement Page 12 of 37
 

 
               (c) **Effective Demand Registration**. The Company shall use its commercially reasonable efforts tocause any such Demand Registration to become effectivenot later than the later of (i) ninety (90) days after it receives a request under Section3(a) hereof and (ii) 90 days after the effective date of any other Registration Statement of theCompany (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto or an“automatic shelf registration” on Form S-3) that had been filed but not yet declared effective atthe time such Demand Registration was made, in each case, subject to obtaining all requiredapprovals from all applicable gaming authorities, and to remain continuously effective for thelesser of (i) the period during which all Registrable Securities registered in the DemandRegistration are sold or (ii) 120 days.               (d) **Expenses**. Except as provided in Section 8(d), the Company shall pay all Registration Expensesin connection with a Demand Registration, whether or not such Demand Registration becomeseffective.               (e) **Underwriting Procedures**. If the Initiating Holders so elect, the Company shall use itscommercially reasonable efforts to cause such Demand Registration to be in the form of a firmcommitment underwritten offering and the managing underwriter or underwriters selected for suchoffering shall be the Approved Underwriter selected in accordance with Section 3(f). In connectionwith any Demand Registration under this Section 3 involving an underwritten offering, none of theRegistrable Securities held by any Designated Holder making a request for inclusion of suchRegistrable Securities pursuant to Section 3(b) hereof shall be included in such underwrittenoffering unless such Designated Holder accepts the terms of the offering as agreed upon by theCompany, the Initiating Holders and the Approved Underwriter, and then only in such quantity as setforth below. If the Approved Underwriter advises the Company that the aggregate amount of suchRegistrable Securities requested to be included in such offering is sufficiently large to have amaterial adverse effect on the success of such offering, then the Company shall include in suchregistration, to the extent of the amount that the Approved Underwriter believes may be soldwithout causing such material adverse effect, first, such number of Registrable Securitiesof the Designated Holders participating in the offering, which Registrable Securities shall beallocated pro rata among such Designated Holders participating in the offering (on an as convertedbasis), based on the number of Registrable Securities held by each such Designated Holder,second, any other securities of the Company requested by holders thereof to be included insuch registration, which such securities shall be allocated pro rata among such stockholders, basedon the number of the Company’s securities held by each such stockholder, and third,securities offered by the Company for its own account.               (f) **Selection of Underwriters**. If any Demand Registration or S-3 Registration, as the case maybe, of Registrable Securities is in the form of an underwritten offering, the Company shall selectand obtain one or more investment banking firms of national reputation to act as the managingunderwriter or underwriters of the offering; provided, however, that such firmshall, in any case, also be approved by the Initiating Holders or S-3 Initiating Holders, as thecase may be, such approval not to be unreasonably delayed or withheld. Notwithstanding theforegoing, if any S-3 Registration of Registrable Securities is in the form of a HedgingTransaction, the S-3 Initiating Holders shall select and   Registration Rights Agreement Page 13 of 37
 

 
obtain an investment banking firm ofnational reputation to act as the managing underwriter (or the equivalent position) of the HedgingTransaction; provided, however, that such firmshall, in any case, also be approved by the Company, such approval not to be unreasonablydelayed or withheld. An investment banking firm or firms selected pursuant to this Section 3(f)shall be referred to as the “Approved Underwriter” in this Agreement.               (g) **Withdrawal**. An Initiating Holder shall be entitled to withdraw or revoke a request for aDemand Registration without the prior written consent of the Company if (i) as a result of facts orcircumstances arising after the date on which such request was made relating to the Company or tomarket conditions, such Initiating Holder reasonably determines that participation in suchregistration would have a material adverse effect on such Initiating Holder or (ii) if the ClosingPrice declines by more than ten percent (10%) from the date the Initiating Holder or Holdersrequested such Demand Registration (a “Permitted Withdrawal”). An Initiating Holder shallalso be entitled to withdraw or revoke a request for a Demand Registration, notwithstanding thatsuch withdrawal or revocation does not constitute a Permitted Withdrawal; provided, that, in suchcase, (i) the Initiating Holder receives the prior written consent of the Company to suchwithdrawal or (ii) the Initiating Holder pays all fees and expenses incurred by the Company inconnection with such withdrawn registration. Any withdrawal of or revocation of a request for anyDemand Registration by an Initiating Holder under this Section 3(g) (including the followingsentence) shall constitute and effect an automatic withdrawal by all other Initiating Holders andby any Designated Holder participating in such Demand Registration pursuant to the provisions ofSection 3(b). In addition, immediately upon determination of the price at which such RegistrableSecurities are to be sold, if such price is below the price which any Designated Holderparticipating in the Demand Registration finds acceptable, such Designated Holder shall then havethe right, by written notice to the Company, to withdraw its Registrable Securities from beingincluded in such Registration Statement.          4. INCIDENTAL OR “PIGGY-BACK” REGISTRATION.               (a) **Request for Incidental Registration**. If the Company proposes to file a Registration Statementunder the Securities Act with respect to an offering by the Company for its own account (other thana Registration Statement on Form S-4 or S-8 or any successor form thereto) or for the account ofany stockholder of the Company other than Designated Holders pursuant to Sections 3 and 5 hereof,then the Company shall give written notice of such proposed filing to each of the DesignatedHolders at least twenty (20) days before the anticipated filing date, which notice shall describethe proposed registration and distribution and offer such Designated Holders the opportunity toregister the number of Registrable Securities that each such Designated Holder may request (an“Incidental Registration”). The Company shall use its commercially reasonable efforts(within twenty (20) days of the notice provided for in the preceding sentence) to cause themanaging underwriter or underwriters in the case of a proposed underwritten offering (the“Company Underwriter”) to permit each of the Designated Holders who has requested inwriting to participate in the Incidental Registration pursuant to this Section 4(a) to include itsRegistrable Securities in such offering on the same terms and conditions as the securities of theCompany or the account of such other stockholder, as the case may be, included therein.   Registration Rights Agreement Page 14 of 37
 

 
Prior tothe effective date of the Registration Statement with respect to which such Incidental Registrationhas been requested, immediately upon determination of the price at which suchRegistrable Securities are to be sold, if such price is below the price which any DesignatedHolder who requested to participate in the Incidental Registration finds acceptable, suchDesignated Holder shall then have the right, by written notice to the Company, to withdraw itsrequest to have its Registrable Securities included in such Registration Statement. Anywithdrawal of the Registration Statement by the Company for any reason shall constitute and effectan automatic withdrawal of any Incidental Registration related thereto. In connection with anyIncidental Registration under this Section 4(a) involving an underwritten offering, the Companyshall not be required to include any Registrable Securities in such underwritten offering unlessthe Designated Holders thereof accept the terms of the underwritten offering as agreed upon betweenthe Company, such other stockholders, if any, and the Company Underwriter, and then only in suchquantity as set forth below. If the Company Underwriter determines that the registration of all orpart of the securities that have been requested to be included would materially adversely affectthe success of such offering, then the Company shall be required to include in such IncidentalRegistration, to the extent of the amount that the Company Underwriter believes may be sold withoutcausing such material adverse effect, first, all of the securities to be offered for theaccount of the Company, in the case of a Company initiated Incidental Registration, or thestockholders who have requested such Incidental Registration, in the case of a stockholderinitiated Incidental Registration, second, such number of Registrable Securities of theDesignated Holders requested to be included in such offering, which Registrable Securities shall beallocated pro rata among such Designated Holders participating in the offering (on an as convertedbasis), based on the number of Registrable Securities held by each such Designated Holder, andthird, any other securities of the Company requested by the Company or stockholders to beincluded in such offering. The Majority Designated Holders may waive any right to participate inan Incidental Registration under this Section 4(a) in respect of any registration on behalf of allholders of Registrable Securities.               (b) **Expenses**. Except as provided in Section 8(d), the Company shall bear all RegistrationExpenses in connection with any Incidental Registration pursuant to this Section 4, whether or notsuch Incidental Registration becomes effective.          5. FORM S-3 REGISTRATION.               (a) **Request for a****Form S-3****Registration**. Upon the Company becoming eligible for use of Form S-3(or any successor form thereto) under the Securities Act in connection with a public offering ofits securities, in the event that the Company shall receive from (x) any Adelson Holder or AdelsonHolders or (y) any Specified Holder or Specified Holders (collectively, the “S-3 InitiatingHolders”) a written request that the Company register under the Securities Act on Form S-3 (orany successor form then in effect) (an “S-3 Registration”) all or a portion of theRegistrable Securities owned by such S-3 Initiating Holders, the Company shall give written noticeof such request to all of the other Designated Holders (other than S-3 Initiating Holders whichhave requested an S-3 Registration under this Section 5(a)) at least twenty (20) days before theanticipated filing date of such Form S-3, which notice shall describe the proposed registration andoffer such   Registration Rights Agreement Page 15 of 37
 

 
other Designated Holders the opportunity to register the number ofRegistrable Securities that each such Designated Holder may request in writing to the Company,given within ten (10) days of the date on which the Company sent the written notice of suchregistration. Each request for an S-3 Registration by the S-3 Initiating Holders shall state theamount of the Registrable Securities proposed to be sold and the intended method of dispositionthereof; provided that no S-3 Initiating Holder that is a Specified Holder may request that the S-3Registration be a firm commitment underwritten offering. With respect to each S-3 Registration,the Company shall, subject to Section 5(b), (i) include in such offering the Registrable Securitiesof the S-3 Initiating Holders and the Designated Holders (who have requested in writing toparticipate in such registration on the same terms and conditions as the Registrable Securities ofthe S-3 Initiating Holders included therein) and (ii) use its commercially reasonable efforts tocause such registration pursuant to this Section 5(a) to become and remain effective as soon aspracticable but in no event earlier than 90 days after the effective date of any other RegistrationStatement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successorform thereto or an “automatic shelf registration” on Form S-3) that had been filed with theCommission but not yet declared effective at the time such registration was requested, subject toobtaining all required approvals from all applicable gaming authorities. Notwithstanding theforegoing, immediately upon determination of the price at which such Registrable Securities are tobe sold in a S-3 Registration that is a firm commitment underwritten offering, if such price isbelow the price which any Designated Holder participating in the S-3 Registration finds acceptable,such Designated Holder shall then have the right, by written notice to the Company, to withdraw itsRegistrable Securities from being included in such offering; provided, that such a withdrawal byany one of the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by allother S-3 Initiating Holders and Designated Holders participating in such S-3 Registration.               (b) **Form S-3 Underwriting Procedures**. If the S-3 Initiating Holders so elect, the Company shalluse its commercially reasonable efforts to cause such S-3 Registration pursuant to this Section 5to be in the form of a firm commitment underwritten offering and the managing underwriter orunderwriters selected for such offering shall be the Approved Underwriter selected in accordancewith Section 3(f). In connection with any S-3 Registration under Section 5(a) involving anunderwritten offering, the Company shall not be required to include any Registrable Securities insuch underwritten offering unless the Designated Holders thereof accept the terms of theunderwritten offering as agreed upon between the Company, the Approved Underwriter and the S-3Initiating Holders, and then only in such quantity as set forth below. If the Approved Underwriterbelieves that the registration of all or part of the Registrable Securities which the S-3Initiating Holders and the other Designated Holders have requested to be included would materiallyadversely affect the success of such public offering, then the Company shall be required to includein the underwritten offering, to the extent of the amount that the Approved Underwriter believesmay be sold without causing such material adverse effect, first, such number of RegistrableSecurities of the Designated Holders requested to be included in the offering pursuant to the termsof Section 5(a) hereof, which such Registrable Securities shall be allocated pro rata among suchDesignated Holders participating in the offering (on an as converted basis), based on the number ofRegistrable Securities held by such Designated Holder, and second, any   Registration Rights Agreement Page 16 of 37
 

 
other securities of the Company requested by the Company or other stockholders to be includedin such registration.               (c) **Limitations on****Form S-3****Registrations**. If the Board of Directors has a Valid Business Reason,the Company may (x) postpone filing a Registration Statement relating to a S-3 Registration untilsuch Valid Business Reason no longer exists, but in no event for more than forty-five (45) daysafter the date when the S-3 Registration was requested or, if later, after the occurrence of theValid Business Reason and (y) in case a Registration Statement has been filed relating to a S-3Registration, the Company, upon the approval of a majority of the Board of Directors, may causesuch Registration Statement to be withdrawn and its effectiveness terminated or may postponeamending or supplementing such Registration Statement (in which case, if the Valid Business Reasonno longer exists or if more than forty-five (45) days have passed since such withdrawal orpostponement, the S-3 Initiating Holder may request the prompt amendment or supplement of suchRegistration Statement or a new S-3 Registration). The Company shall give written notice of itsdetermination to postpone or withdraw a Registration Statement and of the fact that the ValidBusiness Reason for such postponement or withdrawal no longer exists, in each case, promptly afterthe occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company maynot postpone or withdraw a filing, under either this Section or Section 3(a), due to a ValidBusiness Reason more than once in any six (6) month period. In addition, the Company shall not berequired to effect any registration pursuant to Section 5(a), (i) within ninety (90) days after theeffective date of any other Registration Statement of the Company (other than a RegistrationStatement on Form S-4 or S-8 or any successor form thereto or an “automatic shelf registration” onForm S-3), (ii) if the Specified Holders are the S-3 Initiating Holders and a RegistrationStatement on Form S-3 has previously been requested by the Specified Holders under Section 5(a) anddeclared effective (subject to the first sentence of this Section 5(c)), (iii) if Form S-3 is notavailable for such offering by the S-3 Initiating Holders or (iv) if the S-3 Initiating Holders,together with the Designated Holders (other than S-3 Initiating Holders which have requested an S-3Registration under Section 5(a)) registering Registrable Securities in such registration, proposeto sell their Registrable Securities at an aggregate price (calculated based upon the Market Priceof the Registrable Securities on the last date on which the Company could receive requests forinclusion in such S-3 Registration under Section 5(a)) to the public of less than $20,000,000(except with respect to a S-3 Registration requested by the Specified Holders in which all of theRegistrable Securities held by the Specified Holders are registered).                    (d) **Expenses**. Except as provided in Section 8(d), the Company shall bear all RegistrationExpenses in connection with any S-3 Registration pursuant to this Section 5, whether or not suchS-3 Registration becomes effective.          6. HEDGING TRANSACTIONS.               (a) In any S-3 Registration, the S-3 Initiating Holders may elect to engage in a HedgingTransaction. The Company agrees that, in connection with any proposed Hedging Transaction, if, inthe reasonable judgment of a firm of legal counsel designated by the Majority Designated Holders(after good-faith consultation with counsel to the Company),   Registration Rights Agreement Page 17 of 37
 

 
it is necessary or desirable to register under the Securities Act such Hedging Transaction orsales or transfers (whether short or long) of Registrable Securities in connection therewith, thenthe Company shall use all commercially reasonable efforts to file a Registration Statement on FormS-3 as may reasonably be required to register such Hedging Transactions or sales or transfers ofRegistrable Securities in connection therewith under the Securities Act in a manner consistent withthe rights and obligations of the Company hereunder with respect to the registration of RegistrableSecurities. Any information regarding the Hedging Transaction included in a Registration Statementor Prospectus pursuant to this Section 6(a) shall be deemed to be information provided by theDesignated Holders selling Registrable Securities pursuant to such Registration Statement forpurposes of Section 9.               (b) If in connection with a Hedging Transaction, a Hedging Counterparty or any Affiliatethereof is (or may be considered) an underwriter or selling stockholder, then it shall be requiredto provide customary indemnities to the Company regarding the Plan of Distribution and likematters.               (c) The Company further agrees to include, under the caption “Plan of Distribution” (or theequivalent caption), in each Registration Statement and any related prospectus (to the extent suchinclusion is permitted under applicable Commission regulations and is consistent with commentsreceived from the Commission during any Commission review of the Registration Statement), languagesubstantially in the form of Annex A hereto, and to include in each prospectus supplement filed inconnection with any proposed Hedging Transaction language mutually agreed upon by the Company, therelevant Designated Holder and the Hedging Counterparty describing such Hedging Transaction.     7. HOLDBACK AGREEMENTS.               (a) **Restrictions on Public Sale by Designated Holders**.                    (i) To the extent requested by the Approved Underwriter or the Company Underwriter, as thecase may be, in the case of an underwritten public offering, each Designated Holder (other than anyPledgee or Hedging Counterparty), agrees (x) not to effect any public sale or distribution of anyRegistrable Securities or of any securities convertible into or exchangeable or exercisable forsuch Registrable Securities, including a sale pursuant to Rule 144 (or any successor rule orregulation) under the Securities Act, or offer to sell, contract to sell (including withoutlimitation any short sale), grant any option to purchase or enter into any hedging or similartransaction with the same economic effect as a sale of any Registrable Securities and (y) except asotherwise consented to by the Company, not to make any request for a Demand Registration or S-3Registration under this Agreement during the period beginning on the effective date of anyRegistration Statement relating to a registration in which Designated Holders of RegistrableSecurities are participating and ending on the ninetieth (90th) day following the actualeffective date of such Registration Statement, or such other period (not to extend past 180 daysafter such effective date), if any, mutually agreed upon by such Designated Holder and therequesting party (except as part of such registration). In connection with the Initial PublicOffering, in lieu of the foregoing provisions of this Section 7(a), each Designated Holder shallcomply with the terms of its Lock-up Agreement.   Registration Rights Agreement Page 18 of 37
 

 
                    (ii) Notwithstanding anything herein to the contrary, no Pledgee or Hedging Counterparty shallbe required to agree to any restriction on its ability to trade in any securities, including therestrictions set forth in this Section 7(a). The Designated Holders hereby agree that they shallact in good faith with respect to the restrictions set forth in Section 7(a) and shall take noaction or omit to take any action with the intention of circumventing or evading the restrictionsapplicable to them under this 7(a).               (b) **Restrictions on Public Sale by the Company**. Unless the Company shall have received the priorwritten consent of an Adelson Holder or Adelson Holders, in each case holding a majority of theaggregate Registrable Securities held by all Adelson Holders, the Company agrees not to effect anypublic sale or distribution of any of its securities, or any securities convertible into orexchangeable or exercisable for such securities (except pursuant to registrations on Form S-4 orS-8 or any successor form thereto), during the period beginning on the effective date of anyRegistration Statement relating to a registration in which the Designated Holders of RegistrableSecurities are participating and ending on the earlier of (i) the date on which all RegistrableSecurities registered on such Registration Statement are sold and (ii) 90 days after the actualeffective date of such Registration Statement (except as part of such registration).          8. REGISTRATION PROCEDURES.               (a) **Obligations of the Company**. Whenever registration of Registrable Securities has beenrequested pursuant to Section 3, Section 4, or Section 5 of this Agreement, the Company shall useits commercially reasonable efforts to effect the registration and sale of such RegistrableSecurities in accordance with the intended method of distribution thereof as quickly aspracticable, and in connection with any such request, the Company shall, as expeditiously aspossible:                    (i) prepare and file with the Commission (as promptly as practicable, but in any event notlater than ninety (90) days after receipt of a request to file a Registration Statement withrespect to Registrable Securities) a Registration Statement on any form for which the Company thenqualifies or which counsel for the Company shall deem appropriate and which form shall be availablefor the sale of such Registrable Securities in accordance with the intended method of distributionthereof, and cause such Registration Statement to become effective; provided,however, that (x) before filing a Registration Statement or prospectus or any amendments orsupplements thereto, the Company shall provide one firm of legal counsel selected by the DesignatedHolders holding a majority of the Registrable Securities being registered in such registration(“Holders’ Counsel”) and any other Inspector (as hereinafter defined) with an opportunityto review and comment on such Registration Statement and each prospectus included therein (and eachamendment or supplement thereto) to be filed with the Commission, subject to such documents beingunder the Company’s control, and (y) the Company shall notify the Holders’ Counsel and each sellerof Registrable Securities of any stop order issued or threatened by the Commission and take allreasonable actions required to prevent the entry of such stop order or to remove it if entered;   Registration Rights Agreement Page 19 of 37
 

 
                    (ii) prepare and file with the Commission such amendments and supplements to such RegistrationStatement and the prospectus used in connection therewith as may be necessary to keep suchRegistration Statement effective for the lesser of (x) 120 days (except in the case of aregistration filed pursuant to Rule 415 of the Securities Act or any successor rule or regulation)and (y) such shorter period which will terminate when all Registrable Securities covered by suchRegistration Statement have been sold, and comply with the provisions of the Securities Act withrespect to the disposition of all securities covered by such Registration Statement during suchperiod in accordance with the intended methods of disposition by the sellers thereof set forth insuch Registration Statement;                    (iii) furnish to each seller of Registrable Securities such number of copies of suchRegistration Statement, each amendment and supplement thereto (in each case including all exhibitsthereto), and the prospectus included in such Registration Statement (including each preliminaryprospectus) and any prospectus filed under Rule 424 under the Securities Act (or any successor ruleor regulation) as each such seller may reasonably request in order to facilitate the disposition ofthe Registrable Securities owned by such seller;                    (iv) register or qualify such Registrable Securities under such other securities or “blue sky”laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and tocontinue such qualification in effect in such jurisdiction for as long as permissible pursuant tothe laws of such jurisdiction, or for as long as any such seller requests or until all of suchRegistrable Securities are sold, whichever is shortest, and do any and all other acts and thingswhich may be reasonably necessary or advisable to enable any such seller to consummate thedisposition in such jurisdictions of the Registrable Securities owned by such seller;provided, however, that the Company shall not be required to (x) qualify generallyto do business in any jurisdiction where it would not otherwise be required to qualify but for thisSection 8(a)(iv), (y) subject itself to taxation in any such jurisdiction or (z) consent to generalservice of process in any such jurisdiction;                    (v) notify each seller of Registrable Securities at any time when a prospectus relatingthereto is required to be delivered under the Securities Act, upon discovery that, or upon thehappening of any event as a result of which, the prospectus included in such Registration Statementcontains an untrue statement of a material fact or omits to state any material fact required to bestated therein or necessary to make the statements therein, in light of the circumstances underwhich they were made, not misleading and the Company shall promptly prepare a supplement oramendment to such prospectus and furnish to each seller of Registrable Securities a reasonablenumber of copies of such supplement to or an amendment of such prospectus as may be necessary sothat, after delivery to the purchasers of such Registrable Securities, such prospectus shall notcontain an untrue statement of a material fact or omit to state any material fact required to bestated therein or necessary to make the statements therein, in light of the circumstances underwhich they were made, not misleading;                    (vi) enter into and perform customary agreements (including an underwriting agreement incustomary form with the Approved Underwriter or Company Underwriter, if any, selected as providedin Section 3, Section 4 or Section 5, as the case may   Registration Rights Agreement Page 20 of 37
 

 
be) and take such other actions as are reasonably required in order to expedite or facilitatethe disposition of such Registrable Securities, including causing its officers to participate in“road shows” and other information meetings organized by the Approved Underwriter or CompanyUnderwriter;                    (vii) make available at reasonable times for inspection by any managing underwriter orbroker/dealer participating in any disposition of such Registrable Securities pursuant to aRegistration Statement, any attorney retained by any such managing underwriter or broker/dealer andHolders’ Counsel (each, an “Inspector” and collectively, the “Inspectors”), allfinancial and other records, pertinent corporate documents and properties of the Company and itssubsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable themto exercise their due diligence responsibility, and cause the Company’s and its subsidiaries’officers, directors and employees, and the independent public accountants of the Company, to supplyall information reasonably requested by any such Inspector in connection with such RegistrationStatement. Records that the Company determines, in good faith, to be confidential and which itnotifies the Inspectors are confidential shall not be disclosed by the Inspectors (and theInspectors shall confirm their agreement in writing in advance to the Company if the Company shallso request) unless (x) the disclosure of such Records is necessary, in the Company’s judgment, toavoid or correct a misstatement or omission in the Registration Statement, (y) the release of suchRecords is ordered pursuant to a subpoena or other order from a court of competent jurisdictionafter exhaustion of all appeals therefrom or (z) the information in such Records was known to theInspectors on a non-confidential basis prior to its disclosure by the Company or has been madegenerally available to the public. Each seller of Registrable Securities agrees that it shall,upon learning that disclosure of such Records is sought in a court of competent jurisdiction, givenotice to the Company and allow the Company, at the Company’s expense, to undertake appropriateaction to prevent disclosure of the Records deemed confidential. In the event that the Company isunsuccessful in preventing the disclosure of such Records, such seller agrees that it shall furnishonly portion of those Records which it is advised by counsel is legally required and shall exerciseall reasonable efforts to obtain reliable assurance that confidential treatment will be accorded tothose Records;                    (viii) if such sale is pursuant to an underwritten offering, obtain “cold comfort” lettersdated the effective date of the Registration Statement and the date of the closing under theunderwriting agreement from the Company’s independent public accountants in customary form andcovering such matters of the type customarily covered by “cold comfort” letters as the managingunderwriter reasonably requests;                    (ix) furnish, at the request of any seller of Registrable Securities on the date suchsecurities are delivered to the underwriters for sale pursuant to such registration or, if suchsecurities are not being sold through underwriters, on the date the Registration Statement withrespect to such securities becomes effective, an opinion, dated such date, of counsel representingthe Company for the purposes of such registration, addressed to the underwriters, if any, and tothe seller making such request, covering such legal matters with respect to the registration inrespect of which such opinion is being given as   Registration Rights Agreement Page 21 of 37
 

 
the underwriters, if any, and such seller mayreasonably request and are customarily included in such opinions;                    (x) comply with all applicable rules and regulations of the Commission, and make available toits security holders, as soon as reasonably practicable but no later than fifteen (15) months afterthe effective date of the Registration Statement, an earnings statement covering a period of twelve(12) months beginning after the effective date of the Registration Statement, in a manner whichsatisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;                    (xi) cause all such Registrable Securities to be listed on each securities exchange on whichsimilar securities issued by the Company are then listed, provided that the applicablelisting requirements are satisfied;                    (xii) cooperate with each seller of Registrable Securities and each underwriter participatingin the disposition of such Registrable Securities and their respective counsel in connection withany filings required to be made with the NASD;                    (xiii) use its commercially reasonable efforts to cause the Registrable Securities covered bysuch Registration Statement to be registered with or approved by such other governmental agenciesor authorities, including but not limited to gaming authorities, as may be reasonably necessary byvirtue of the business and operations of the Company to enable the seller or sellers of RegistrableSecurities to consummate the disposition of such Registrable Securities; and                    (xiv) take all other steps reasonably necessary to effect the registration of the RegistrableSecurities contemplated hereby and reasonably cooperate with the holders of such RegistrableSecurities to facilitate the disposition of such Registrable Securities pursuant thereto.               (b) **Seller Information**. The Company may require each seller of Registrable Securities as to whichany registration is being effected to furnish, and such seller shall furnish, to the Company suchinformation required to be included in such Registration Statement by applicable securities laws orotherwise necessary or desirable in connection with the disposition of such Registrable Securitiesas the Company may from time to time reasonably request in writing. If any seller of RegistrableSecurities fails to provide such information required to be included in such Registration Statementby applicable securities laws or otherwise necessary or desirable in connection with thedisposition of such Registrable Securities in a timely manner after written request therefor, theCompany may exclude such seller ‘s Registrable Securities from a registration under Sections 3, 4or 5 hereof. Each Designated Holder shall promptly furnish to the Company in writing allinformation required to be disclosed in order to make the information previously furnished to theCompany for use in connection with any such Registration Statement by such Designated Holder notmaterially misleading or necessary to cause such Registration Statement not to omit a material factwith respect to such Designated Holder necessary in order to make the statements therein notmisleading.   Registration Rights Agreement Page 22 of 37
 

 
               (c) **Notice to Discontinue**. Each Designated Holder agrees that, upon receipt of any notice fromthe Company of the happening of any event of the kind described in Section 8(a)(v), such DesignatedHolder shall forthwith discontinue disposition of Registrable Securities pursuant to theRegistration Statement covering such Registrable Securities until such Designated Holder’s receiptof the copies of the supplemented or amended prospectus contemplated by Section 8(a)(v) and, if sodirected by the Company, such Designated Holder shall deliver to the Company (at the Company’sexpense) all copies, other than permanent file copies then in such Designated Holder’s possession,of the prospectus covering such Registrable Securities which is current at the time of receipt ofsuch notice. If the Company shall give any such notice, the Company shall extend the period duringwhich such Registration Statement shall be maintained effective pursuant to this Agreement(including, without limitation, the period referred to in Section 8(a)(ii)) by the number of daysduring the period from and including the date of the giving of such notice pursuant to Section8(a)(v) to and including the date when sellers of such Registrable Securities under suchRegistration Statement shall have received the copies of the supplemented or amended prospectuscontemplated by and meeting the requirements of Section 8(a)(v).               (d) **Registration Expenses**. The Company shall pay all expenses arising from or incident to itsperformance of, or compliance with, this Agreement, including, without limitation, (i) Commission,stock exchange and NASD registration and filing fees, (ii) all fees and expenses incurred incomplying with State securities or “blue sky” laws (including reasonable fees, charges anddisbursements of counsel to any underwriter incurred in connection with “blue sky” qualificationsof the Registrable Securities as may be set forth in any underwriting agreement), (iii) allprinting, messenger and delivery expenses, (iv) the fees, charges and expenses of counsel to theCompany and of its independent public accountants and any other accounting fees, charges andexpenses incurred by the Company (including, without limitation, any expenses arising from any“cold comfort” letters or any special audits incident to or required by any registration orqualification) and, if any Adelson Holder is participating in the registration, the reasonablelegal fees, charges and expenses of one law firm designated by the holders of a majority of theRegistrable Securities participating in any registration incurred by the Designated Holders in anysuch registration and (v) any liability insurance or other premiums for insurance obtained inconnection with any Demand Registration or piggy-back registration thereon, Incidental Registrationor S-3 Registration pursuant to the terms of this Agreement, regardless of whether suchRegistration Statement is declared effective. All of the expenses described in the precedingsentence of this Section 8(d) are referred to herein as “Registration Expenses.” TheDesignated Holders of Registrable Securities sold pursuant to a Registration Statement shall bearthe expense of any broker’s commission or underwriter’s discount or commission relating toregistration and sale of such Designated Holders’ Registrable Securities and shall, other than asset forth in clause (iv) above, bear the fees and expenses of their own counsel. Notwithstandingthe foregoing, each Designated Holder (other than the Adelson Holders) agrees to pay or reimbursethe Company for its pro rata portion of all Registration Expenses for any registration in which itsRegistrable Securities are included (based upon the number of Registrable Securities included in suchregistration (on an as converted basis)) and agrees that   Registration Rights Agreement Page 23 of 37
 

 
such expenses may be withheld by the Company from the offering proceeds payable to such Designated Holder.          9. INDEMNIFICATION; CONTRIBUTION.               (a) **Indemnification by the Company**. The Company agrees to indemnify and hold harmless eachDesignated Holder, its partners, directors, officers, affiliates, members, employees, trustees andeach Person who controls (within the meaning of Section 15 of the Securities Act) such DesignatedHolder from and against any and all losses, claims, damages, liabilities and expenses (each, a“Liability” and collectively, “Liabilities”), arising out of or based upon anyuntrue, or allegedly untrue, statement of a material fact contained in any Registration Statement,prospectus or preliminary prospectus or notification or offering circular (as amended orsupplemented if the Company shall have furnished any amendments or supplements thereto) or arisingout of or based upon any omission or alleged omission to state therein a material fact required tobe stated therein or necessary to make the statements therein not misleading under thecircumstances such statements were made, except insofar as such Liability arises out of or is basedupon any untrue statement or alleged untrue statement or omission or alleged omission contained insuch Registration Statement, preliminary prospectus or final prospectus in reliance and inconformity with information concerning such Designated Holder furnished in writing to the Companyby such Designated Holder expressly for use therein, including, without limitation, the informationfurnished to the Company pursuant to Sections 8(b) and 9(b). The Company shall also providecustomary indemnities to any underwriters of the Registrable Securities, their officers, directorsand employees and each Person who controls such underwriters (within the meaning of Section 15 ofthe Securities Act) to the same extent as provided above with respect to the indemnification of theDesignated Holders of Registrable Securities.               (b) **Indemnification by Designated Holders**. Each Designated Holder agrees severally to indemnifyand hold harmless the Company, the other Designated Holders who participate in the RegistrationStatement, any underwriter retained by the Company and each Person who controls the Company, theother Designated Holders who participate in the Registration Statement or such underwriter (withinthe meaning of Section 15 of the Securities Act) to the same extent as the foregoing indemnity fromthe Company to the Designated Holders (including indemnification of their respective partners,directors, officers, members, employees and trustees), but only to the extent that Liabilitiesarise out of or are based upon a statement or alleged statement or an omission or alleged omissionthat was made in reliance upon and in conformity with information with respect to such DesignatedHolder furnished in writing to the Company by such Designated Holder expressly for use in suchRegistration Statement or prospectus, including, without limitation, the information furnished tothe Company pursuant to Section 8(b) and this Section 9(b); provided, however, thatthe total amount to be indemnified by such Designated Holder pursuant to this Section 9(b) shall be limited to the net proceeds received by such DesignatedHolder in the offering to which the Registration Statement or prospectus relates.               (c) **Conduct of Indemnification Proceedings**. Any Person entitled to indemnification orcontribution hereunder (the “Indemnified Party”) agrees to give   Registration Rights Agreement Page 24 of 37
 

 
prompt written notice tothe indemnifying party (the “Indemnifying Party”) after the receipt by the IndemnifiedParty of any written notice of the commencement of any action, suit, proceeding or investigation orthreat thereof made in writing for which the Indemnified Party intends to claim indemnification orcontribution pursuant to this Agreement; provided, however, that the failure so tonotify the Indemnifying Party shall not relieve the Indemnifying Party of any Liability that it mayhave to the Indemnified Party hereunder (except to the extent that the Indemnifying Party ismaterially prejudiced or otherwise forfeits substantive rights or defenses by reason of suchfailure). If notice of commencement of any such action is given to the Indemnifying Party as aboveprovided, the Indemnifying Party shall be entitled to participate in and, to the extent it maywish, jointly with any other Indemnifying Party similarly notified, to assume the defense of suchaction at its own expense, with counsel chosen by it and reasonably satisfactory to suchIndemnified Party. Each Indemnified Party shall have the right to employ separate counsel in anysuch action and participate in the defense thereof, but the fees and expenses of such counsel shallbe paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) theIndemnifying Party fails to assume the defense of such action with counsel reasonably satisfactoryto the Indemnified Party or (iii) the named parties to any such action (including any impleadedparties) include both the Indemnifying Party and the Indemnified Party and such parties have beenadvised by such counsel that either (x) representation of such Indemnified Party and theIndemnifying Party by the same counsel would be inappropriate under applicable standards ofprofessional conduct or (y) there may be one or more legal defenses available to the IndemnifiedParty which are different from or additional to those available to the Indemnifying Party. In anyof such cases, the Indemnifying Party shall not have the right to assume the defense of such actionon behalf of such Indemnified Party, it being understood, however, that the Indemnifying Partyshall not be liable for the reasonable fees and expenses of more than one separate firm ofattorneys (in addition to any local counsel) for all Indemnified Parties and all such expensesshall be reimbursed as incurred. No Indemnifying Party shall be liable for any settlement enteredinto without its written consent, which consent shall not be unreasonably withheld. NoIndemnifying Party shall, without the consent of such Indemnified Party, effect any settlement ofany pending or threatened proceeding in respect of which such Indemnified Party is a party andindemnity has been sought hereunder by such Indemnified Party, unless such settlement includes anunconditional release of such Indemnified Party from all liability for claims that are the subjectmatter of such proceeding. Notwithstanding the foregoing, if at any time an Indemnified Partyshall have requested the Indemnifying Party to reimburse the Indemnified Party for fees andexpenses of counsel as contemplated by this Section 9, the Indemnifying Party agrees that it shallbe liable for any settlement of any proceeding effected without the Indemnifying Party’s writtenconsent if (i) such settlement is entered into more than thirty (30) business days after receipt bythe Indemnifying Party of the aforesaid request and (ii) the Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request or contestedthe reasonableness of such fees and expenses prior to the date of such settlement.               (d) **Contribution**. If the indemnification provided for in this Section 9 from the IndemnifyingParty is unavailable to an Indemnified Party hereunder or insufficient to hold harmless anIndemnified Party in respect of any Liabilities referred to herein, then each Indemnifying Party,in lieu of indemnifying such Indemnified Party, shall   Registration Rights Agreement Page 25 of 37
 

 
contribute to the amount paid or payable by such Indemnified Party as a result of such Liabilities in such proportion as is appropriate toreflect the relative fault of the Indemnifying Party and Indemnified Party in connection with theactions which resulted in such Liabilities, as well as any other relevant equitable considerations.The relative fault of such Indemnifying Party and Indemnified Party shall be determined byreference to, among other things, whether any action in question, including any untrue or allegeduntrue statement of a material fact or omission or alleged omission to state a material fact, hasbeen made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party,and the parties’ relative intent, knowledge, access to information and opportunity to correct orprevent such action. The amount paid or payable by a party as a result of the Liabilities referredto above shall be deemed to include, subject to the limitations set forth in Sections 9(a), 9(b)and 9(c), any legal or other fees, charges or expenses reasonably incurred by such party inconnection with any investigation or proceeding; provided that the total amount to be contributedby any Designated Holder shall be limited to the net proceeds received by such Designated Holder inthe offering.          The parties hereto agree that it would not be just and equitable if contribution pursuant tothis Section 9(d) were determined by pro rata allocation or by any other method of allocation whichdoes not take account of the equitable considerations referred to in the immediately precedingparagraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)of the Securities Act) shall be entitled to contribution from any Person who was not guilty of suchfraudulent misrepresentation.          10. RULE 144. The Company covenants that from and after the IPO Effectiveness Date it shall takesuch action as may be required from time to time to enable such Designated Holder to sellRegistrable Securities without registration under the Securities Act within the limitation of theexemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from timeto time, or (ii) any similar rules or regulations hereafter adopted by the Commission. The Companyshall, upon the request of any Designated Holder, deliver to such Designated Holder a writtenstatement as to whether it has complied with such requirements.          11. MISCELLANEOUS.               (a) **Registration Defaults; Effect Under Indenture and Convertible Senior Notes.**In the event thata Registration Default shall occur, the Company shall pay to each holder of the Convertible SeniorNotes issued to the Adelson Purchaser pursuant to the Purchase Agreement (whether such ConvertibleSenior Notes continue to be held by the Adelson Purchaser or another Adelson Holder) that areTransfer Restricted Securities during any period in which a Registration Default has occurred or iscontinuing in an amount (the “Liquidated Damages”) equal to: (i) one-half of one percent(50 basis points) per annum per $1,000 principal amount of Convertible Senior Notes constitutingTransfer Restricted Notes held by any such holder for the period up to and including the 90th dayduring which such Registration Default has occurred and is continuing; and (ii) one percent (100basis points) per annum per $1,000 principal amount of Convertible Senior Notes constitutingTransfer Restricted Notes held by any such holder for the period including and   Registration Rights Agreement Page 26 of 37
 

 
subsequent to the 91st day during which such Registration Default has occurred and is continuing. Following the cureof all Registration Defaults, Liquidated Damages will cease to accrue with respect to suchRegistration Defaults. All accrued Liquidated Damages shall be paid by the Company on each InterestPayment Date (as such term is defined in the Indenture) in cash to the date of such cure andLiquidated Damages will be calculated on the basis of a 360-day year consisting of twelve 30-daymonths. The parties hereto agree that the Liquidated Damages provided for in this Section 11(a)constitute a reasonable estimate of the damages that may be incurred by holders of ConvertibleSenior Notes by reason of a Registration Default and that such Liquidated Damages are the onlymonetary damages available to such holders in the event of a Registration Default.               (b) **Stock Splits, etc.**The provisions of this Agreement shall be appropriately adjusted for anystock dividends, splits, reverse splits, combinations, recapitalizations and the like occurringafter the date hereof.               (c) **No Inconsistent Agreements**. The Company hereby represents and warrants that it has notpreviously entered into any agreement granting registration rights to any Person with respect toany securities of the Company. The Company shall not enter into any agreement with respect to itssecurities that is inconsistent with the rights granted to the Designated Holders in this Agreementor grant any additional registration rights to any Person or with respect to any securities thatare not Registrable Securities which rights are inconsistent with the rights granted in thisAgreement.               (d) **Remedies**. The Designated Holders, in addition to being entitled to exercise all rightsgranted by law, including recovery of damages, shall be entitled to specific performance of theirrights under this Agreement. The Company agrees that monetary damages would not be adequatecompensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive in any action for specific performance the defensethat a remedy at law would be adequate.               (e) **Amendments and Waivers**. Except as otherwise provided herein, the provisions of this Agreementmay not be amended, modified or supplemented, and waivers or consents to departures from theprovisions hereof may not be given unless consented to in writing by the Company and DesignatedHolders holding more than 50% of the Registrable Securities; provided, however,that no amendment, modification, supplement, waiver or consent to depart from the provisions hereofshall be effective if such amendment, modification, supplement, waiver or consent to depart fromthe provisions hereof materially and adversely affects the substantive rights or obligations of oneDesignated Holder, or group of Designated Holders, without a similar and proportionate effect onthe substantive rights or obligations of all Designated Holders, unless each suchdisproportionately affected Designated Holder consents in writing thereto.               (f) **Notices**. All notices, demands and other communications provided for or permitted hereundershall be made in writing and shall be made by registered or certified first-class mail, returnreceipt requested, telecopier, courier service or personal delivery.   Registration Rights Agreement Page 27 of 37
 

 
          All such notices, demands and other communications shall be deemed to have been duly givenwhen delivered by hand, if personally delivered; when delivered by courier, if delivered bycommercial courier service; five (5) Business Days after being deposited in the mail, postageprepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied. Any party may bynotice given in accordance with this Section 11(e) designate another address or Person for receiptof notices hereunder.               (g) **Permitted Assignees; Third Party Beneficiaries**. This Agreement shall inure to the benefit ofand be binding upon the permitted assignees of the parties hereto as provided in Section 2(d).Except as provided in Section 9, no Person other than the parties hereto and their permittedassignees is intended to be a beneficiary of this Agreement.               (h) **Counterparts; Headings**.          This Agreement may be executed in any number of counterparts and by the parties hereto inseparate counterparts, each of which when so executed shall be deemed to be an original and all ofwhich taken together shall constitute one and the same agreement.          The headings in this Agreement are for convenience of reference only and shall not limit orotherwise affect the meaning hereof.               (i) **GOVERNING LAW**. **THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWSOF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.**               (j) **Severability**. If any one or more of the provisions contained herein, or the applicationthereof in any circumstance, is held invalid, illegal or unenforceable in any respect for anyreason, the validity, legality and enforceability of any such provision in every other respect andof the remaining provisions hereof shall not be in any way impaired.               (k) **Rules of Construction**. Unless the context otherwise requires, references to sections orsubsections refer to sections or subsections of this Agreement.[Agreement Continues on Page 29]   Registration Rights Agreement Page 28 of 37
 

 
               (l) **Entire Agreement**.          This Agreement is intended by the parties as a final expression of their agreement andintended to be a complete and exclusive statement of the agreement and understanding of the partieshereto in respect of the subject matter contained herein. There are no restrictions, promises,representations, warranties or undertakings, other than those set forth or referred to herein.This Agreement supersedes all prior agreements and understandings among the parties with respect tosuch subject matter.               (m) **Further Assurances**. Each of the parties shall execute such documents and perform such furtheracts as may be reasonably required or desirable to carry out or to perform the provisions of thisAgreement.               (n) **Other Agreements**. Nothing contained in this Agreement shall be deemed to be a waiver of, orrelease from, any obligations any party hereto may have under, or any restrictions on the transferof Registrable Securities or other securities of the Company imposed by, any other agreement.          IN WITNESS WHEREOF, the undersigned have executed, orhave caused to be executed, this Amended and RestatedRegistration Rights Agreement on the date first writtenabove.                                                   /s/ Sheldon G. Adelson   Sheldon G. Adelson       SHELDON G. ADELSON 2002