Exhibit 10.10
 A DEED OF SUBORDINATION
 Between
 (1)
    
    CITICORP INTERNATIONAL LIMITED,whose registered office is situated at 50th Floor,
Citibank Tower, Citibank Plaza, 3 Garden Road, Central, Hong Kong acting in its capacity as
trustee of the Bondholders (the Trustee);(2)
    
    The parties set out in Schedule 1 hereof (the Subordinated Creditors); and(3)
    
    The parties set out in Schedule 2 hereof (the Companies).
 Whereas
 (A)
    
    Venetian Venture Development Intermediate II (the Issuer) has (pursuant to a resolution of
its Board of Directors dated 1 September 2009) authorised the issue of US$600,000,000
Exchangeable Bonds due 2014 (the Bonds) exchangeable into fully paid shares of Sands China
Ltd. (Sands China), to be constituted by a trust deed (the Trust Deed) dated on or about the
date of this Deed between the Trustee and the Issuer. Each of the Subordinated Creditors
agrees to subordinate the intercompany and shareholders loans made available by the
Subordinated Creditors to the Companies on the terms set out in this Deed.
 (B)
    
    The parties hereto have agreed to enter into this Deed for the purpose of effecting the
subordination arrangements referred to in recital (A) above.
 This Deed provides
 1.
    
    Definitions and Interpretation1.1
    
    In this Deed, the following expressions shall have the following meanings:
 Business Day
 Event of Default
 Financing Documents
 Permitted Payments
 Potential Event of Default
 Senior Creditors Bondholders




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Senior Debt
 Subordinated Debt
 Subordinated Document
 1.2
    
    In this Deed unless the context otherwise requires:(a)
    
    clauses shall be construed as references to the clauses of this Deed;(b)
    
    any reference to an enactment or statutory provision is a reference to it as it may have
been, or may from time to time be amended, modified, consolidated or re-enacted;(c)
    
    any person shall be construed to include such persons successors in title and assigns;(d)
    
    any document, instrument or agreement shall be construed as to include such document,
instrument or agreement as amended, modified, varied, supplemented or novated from time to
time;(e)
    
    the headings are inserted for convenience only and shall not affect the construction of this
Deed; and(f)
    
    reference to one gender shall include all genders.2.
    
    Subordination2.1
    
    In consideration of:
 (i)
    
    the Senior Creditors acting under or in connection with the Financing
Documents; and(ii)
    
    the Bondholders subscribing the Bonds,
 each of the Subordinated Creditors agrees that until all moneys, liabilities and
obligations whatsoever which now are or at any time hereafter may become due, owing or
payable to the Senior Creditors (or any of them) in respect of the Senior Debt have been
irrevocably paid and discharged in full:(a)
    
    the Subordinated Debt is subordinated to the Senior Debt;(b)
    
    any payment of principal, premium, interest, default interest, dividends, distributions or
any other amount that would otherwise be due in respect of the
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Subordinated Debt other than Permitted Payments shall be postponed and deferred to the
Senior Debt and shall not become due and payable; and(c)
    
    the obligations of the Companies to make any payment of principal, premium, interest, default
interest, dividends, distributions or any other amount that would otherwise be due in respect
of the Subordinated Debt (including Permitted Payments) shall be conditional upon the
Companies being solvent at such time taking into account their obligations and liabilities to
pay its unsubordinated creditors and such payments (including Permitted Payments) shall only
fall due if and to the extent that the Companies could make such payment and still be solvent
immediately thereafter and to the extent that they would be able to satisfy all their
unsubordinated creditors.
 solvent
 3.
    
    Turnover Provisions and Set Off
 Payments
  (a)
    
    promptly notify the Senior Creditors of the receipt of such sum; and(b)
    
    pay such sum to the Trustee immediately upon receiving or recovering the same and pending
such payment shall hold the same in trust for the Senior Creditors.
  Set-Off
  Non-permitted discharge
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Liens
  4.
    
    Covenants
  (a)
    
    none of the Subordinated Creditors shall demand or receive payment of, and the Companies
shall not, and shall not permit the Subsidiaries of the Issuer to, make any payment of any
amount or make any distribution in respect of, any of the Subordinated Debt in cash or in kind
except for Permitted Payments;(b)
    
    none of the Subordinated Creditors shall assign, sell or dispose of and none of the Companies
shall purchase or acquire any of the Subordinated Debt or permit any other person to purchase
or acquire any of the Subordinated Debt:
 (i)
    
    unless such assignee or purchaser has first agreed to be bound by
the terms of this Deed as a party hereto pursuant to a deed of accession in the
form set out in Schedule 3 and upon execution and delivery of such deed of
accession by such assignee or purchaser the Subordinated Creditor who assigns,
sells or disposes of the relevant Subordinated Debt shall cease to have any
further obligations or liabilities under this Deed with respect to the
Subordinated Debt assigned, sold or disposed of by it other than obligations and
liabilities accrued prior to such assignment, sale or disposal; or(ii)
    
    other than by means of a Permitted Payment;
 (c)
    
    other than by means of a Permitted Payment, none of the Subordinated Creditors shall claim
and the Companies shall not (and shall procure that the Subsidiaries of the Issuer shall not)
permit any set-off of the Subordinated Debt against any debt or liability now or thereafter
due or owing to any Company by any Subordinated Creditor;
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(d)
    
    none of the Subordinated Creditors shall create and the Companies shall not (and shall
procure that the Subsidiaries of the Issuer shall not) permit to subsist any Lien or any
guarantee or other assurance against financial loss in respect of any of the Subordinated Debt
other than by means of a Permitted Payment;(e)
    
    none of the Subordinated Creditors shall and the Companies shall not (and shall procure that
the Subsidiaries of the Issuer shall not) vary or amend or agree to any variation or amendment
of or waive or agree to any waiver of:
 (i)
    
    any of its rights under or in respect of any of the Subordinated
Debt, except where after such variation, amendment, waiver or agreement
(including such variation or amendment as may be required in connection with, or
to facilitate, the Qualified IPO (as defined in the terms and conditions of the
Bonds) or as may be required by the Listing Rules (as defined in the terms and
conditions of the Bonds)), such Subordinated Debt remains subject to this Deed
(including without limitation, clauses 2 hereof); or(ii)
    
    any provision of this Deed;
 (f)
    
    none of the Subordinated Creditors shall:
 (i)
    
    accelerate any of the Subordinated Debt or otherwise declare any
of the Subordinated Debt prematurely due and payable other than in relation to a
Permitted Payment;(ii)
    
    initiate or support or take any steps with a view to:
 (A)
    
    any insolvency, liquidation, reorganisation, administration
or dissolution proceedings;(B)
    
    any voluntary arrangement or assignment for the benefit of
creditors; or(C)
    
    any similar proceedings,
 involving any Company, whether by petition, convening a meeting, voting for a
resolution or otherwise, other than in relation to a Permitted Payment;(iii)
    
    exercise or enforce any right against any Company or any other
right under any Subordinated Document or any other document, agreement or
instrument in relation to (or given in support of) all or any of the
Subordinated Debt other than in relation to a Permitted Payment;(iv)
    
    bring or support any legal proceedings against any Company other
than in relation to a Permitted Payment; or(v)
    
    otherwise exercise any remedy for the recovery of the
Subordinated Debt other than in relation to a Permitted Payment;
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(g)
    
    none of the Subordinated Creditors and the Companies shall allow any Subordinated Debt to be:
 (i)
    
    discharged;(ii)
    
    evidenced by a negotiable instrument; or(iii)
    
    subordinated to any person
 other than in accordance with this Deed; and(h)
    
    none of the Subordinated Creditors and the Companies shall take or omit to take any action
which might impair the priority or subordination achieved or intended to be achieved by this
Deed.5.
    
    Permitted Payments
  (a)
    
    a payment of the amounts permitted to be made under Condition 3.4 of the terms and conditions
of the Bonds; or(b)
    
    a payment in respect of intercompany trade payables incurred by any Company in the ordinary
course of business of such Company,
  6.
    
    Consents
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7.
    
    Representations and Warranties
  7.1
    
    Due Incorporation
  7.2
    
    Capacity and Authority
  7.3
    
    Legal, Valid, Binding and Enforceable Obligations
  7.4
    
    No Violation
  7.5
    
    No Consent Required(i)
    
    All consents, authorisations, approvals, licences, exemptions, filings, registrations,
notarisations and other requirements of governmental, judicial and public bodies and
authorities; and(ii)
    
    all consents, authorisations, approvals, licences, exemptions, filings, registrations,
notarisations and other requirements under any agreement or other instrument to which any it
is a party or which is binding on it or any of its assets,
  7.6
    
    No Winding-up Proceeding
  (i)
    
    its winding-up or liquidation;
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(ii)
    
    the enforcement of any Lien or other third party rights over its assets; or(iii)
    
    the appointment of a receiver, administrative receiver, administrator, liquidator, trustee
or similar officer of it or of any of its assets,
  7.7
    
    Solvency
  (i)
    
    it is not insolvent (as defined under any applicable law) and will not become insolvent after
the execution and delivery of this Deed or the performance of obligations hereunder; and(ii)
    
    it is able to pay its debts as they fall due and the value of its assets is greater than the
amount of its liabilities taking into account its contingent and prospective obligations and
liabilities.
 7.8
    
    Beneficial Ownership of Subordinated Debt
  (i)
    
    it is the sole legal and beneficial owner of the Subordinated Debt owed to it and of the
benefits of the Subordinated Documents to which it is a party; and(ii)
    
    the Subordinated Debt owed to it and the benefits of the Subordinated Documents to which it
is a party are free from any Lien, option, subordination or other third party rights in favour
of any person other than the Senior Creditors.7.9
    
    Repetition of Representations and Warranties
  (i)
    
    in respect of each Company, other than the representations and warranties set out in
sub-clause 7.8; and(ii)
    
    in respect of each Subordinated Creditor, other than the representations and warranties set
out in sub-clause 7.7)
  8.
    
    Protection of subordination8.1
    
    Continuing subordination
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8.2
    
    Waiver of defences
   (a)
    
    any time, waiver or consent granted to, or composition with, any Subordinated Creditor, any
Company, the Issuer or any other person;(b)
    
    the release of any Subordinated Creditor, any Company, the Issuer or any other person under
the terms of any composition or arrangement;(c)
    
    the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to
perfect, take up or enforce, any rights against, or security over assets of, any Subordinated
Creditor, any Company, the Issuer or any other person, or any non-presentation or
non-observance of any formality or other requirement in respect of any instrument or any
failure to realise the full value of any security or Lien;(d)
    
    any incapacity or lack of power, authority or legal personality of or dissolution or change
in the members or status of any Subordinated Creditor, any Company, the Issuer or any other
person;(e)
    
    any amendment, novation, supplement, extension, restatement (however fundamental and whether
or not more onerous) or replacement of any Financing Document, any Subordinated Document or
any other document or security, including without limitation any change in the purpose of, any
extension of or any increase in any facility or the addition of any new facility under any
Financing Document or other document or security;(f)
    
    any unenforceability, illegality or invalidity of any obligation of any person under any
Financing Document or any other document or security; or(g)
    
    any insolvency or similar proceedings.8.3
    
    Immediate recourse(a)
    
    Each of the Subordinated Creditors waives any right he or it may have of first requiring any
Senior Creditor (or any trustee or other agent on its behalf) to proceed against or enforce
any other rights or security or claim payment from any person before claiming the benefit of
this Deed.
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(b)
    
    This waiver applies irrespective of any provision of a Financing Document to the contrary.
  9.
    
    Power of Attorney
  10.
    
    Amendment
   11.
    
    Further assurance
  12.
    
    Severability
  13.
    
    Notices
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(a)
    
    in the case of delivery by hand, when delivered;(b)
    
    in the case of fax, at the time of transmission;(c)
    
    in the case of prepaid recorded delivery or registered post, at 10:00 am on the second
Business Day following the date of posting,
     th
 Attention:
    
    Agency & TrustFax no.:
    
    +852 2868 8048
  
 Attention:
    
    J. Alberto Gonzalez-Pita, General CounselFax:
    
    +1 702 733 5499
  For:
    
    Venetian Venture Development Intermediate II;
Venetian Venture Development Intermediate Limited;
Venetian Macau Finance Company;
Sands China Ltd; and
VML US Finance LLC
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3355 Las Vegas Boulevard South
Corporate Office  Third Floor
Las Vegas, NV 89109
United States of America
 Attention:
    
    J. Alberto Gonzalez-Pita, General CounselFax:
    
    +1 702 733 5499
 For:
    
    Venetian Macau Limited;
Venetian Cotai Limited;
Cotai Ferry Company Limited;
Venetian Orient Limited;
Venetian Travel Limited; and
Venetian Retail Limited
Venetian Macau Limited
The Venetian Macao Resort Hotel
Executive Offices  L2
Estrada da Baía de N. Senhora da Esperança, s/n
Taipa, Macau
 Attention:
    
    Luis Mesquita de Melo, Senior Vice President and General CounselFax:
    
    +853 2888 3381
  (a)
    
    the date specified in the notice as the date on which the change is to take place; or(b)
    
    if no date is specified or the date specified is less than five Business Days after the date
on which notice is given, the date following five Business Days after notice of any change has
been given.
  14.
    
    Waivers
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15.
    
    Entire Agreement
  16.
    
    Counterparts
  17.
    
    Contracts (rights of third parties) Act 1999
  18.
    
    Governing Law and Jurisdiction
  Proceedings
 th
 19.
    
    Assignment
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SCHEDULE 1
 Subordinated Creditors
 1.
    
    LAS VEGAS SANDS CORP.2.
    
    LAS VEGAS SANDS, LLC3.
    
    VENETIAN CASINO RESORT, LLC4.
    
    VENETIAN MARKETING, INC.
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SCHEDULE 2
 Companies
 1.
    
    VENETIAN VENTURE DEVELOPMENT INTERMEDIATE II2.
    
    VENETIAN VENTURE DEVELOPMENT INTERMEDIATE LIMITED3.
    
    VENETIAN MACAU LIMITED4.
    
    VENETIAN COTAI LIMITED5.
    
    VML US FINANCE LLC6.
    
    VENETIAN MACAU FINANCE COMPANY7.
    
    SANDS CHINA LTD.8.
    
    COTAI FERRY COMPANY LIMITED9.
    
    VENETIAN ORIENT LIMITED10.
    
    VENETIAN TRAVEL LIMITED11.
    
    VENETIAN RETAIL LIMITED
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SCHEDULE 3
 FORM OF DEED OF ACCESSION
 THIS DEED OF ACCESSION  
 Between:
 (1)
    
    [Name of new Subordinated Creditor];(2)
    
    [Name of each existing Subordinated Creditor];(3)
    
    [Name of each Company]; and(4)
    
    CITICORP INTERNATIONAL LIMITEDwhose registered office is situated at 50th Floor,
Citibank Tower, Citibank Plaza, 3 Garden Road, Central, Hong Kong
 Deed of Subordination
     Governing law and enforcement
  In witness
 Execution provisions
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As Senior Creditor and Trustee
 EXECUTED AS A DEEDby
    
    
    )CITICORP INTERNATIONAL
    
    
    )LIMITED:
    
    
    )))))
    
    
    /s/ Terence Yeung)
    
    
    Duly Authorised Signatory))
    
    
    Name: Terence Yeung))
    
    
    Title: Vice President)
  /s/ Signature illegibleSignature of WitnessName:
    
    Signature illegibleAddress:
    
    ICBC Tower, Central, HKOccupation:
    
    Banking(Note: These details are to be completed in
the witnesss own hand writing.)
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The Subordinated Creditors
 EXECUTED AS A DEEDby LAS
    
    
    )VEGAS SANDS CORP:
    
    
    ))))))
    
    
    /s/ Kenneth J. Kay)
    
    
    Duly Authorised Signatory))
    
    
    Name: Kenneth J. Kay)
    
    
    Senior Vice President and Chief)
    
    
    Title:   Financial Officer)
  /s/ Daniel J. WeinrotSignature of WitnessName:
    
    Daniel J. Weinrot3355 Las Vegas Blvd SouthAddress:
    
    Las Vegas, NV 89109Occupation:
    
    Attorney(Note: These details are to be completed in the
witnesss own hand writing.)
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EXECUTED AS A DEEDby LAS
    
    
    )VEGAS SANDS, LLC:
    
    
    ))))))
    
    
    /s/ Kenneth J. Kay)
    
    
    Duly Authorised Signatory))
    
    
    Name: Kenneth J. Kay)
    
    
    Senior Vice President and Chief)
    
    
    Title:   Financial Officer)
  /s/ Daniel J. WeinrotSignature of WitnessName:
    
    Daniel J. Weinrot3355 Las Vegas Blvd SouthAddress:
    
    Las Vegas, NV 89109Occupation:
    
    Attorney(Note: These details are to be completed in the
witnesss own hand writing.)
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EXECUTED AS A DEEDby
    
    
    )VENETIAN CASINO RESORT, LLC:
    
    
    ))))))
    
    
    /s/ Kenneth J. Kay)
    
    
    Duly Authorised Signatory))
    
    
    Name: Kenneth J. Kay)
    
    
    Senior Vice President and Chief)
    
    
    Title:   Financial Officer)
  /s/ Daniel J. WeinrotSignature of WitnessName:
    
    Daniel J. Weinrot3355 Las Vegas Blvd SouthAddress:
    
    Las Vegas, NV 89109Occupation:
    
    Attorney(Note: These details are to be completed in the
witnesss own hand writing.)
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EXECUTED AS A DEEDby
    
    
    )VENETIAN MARKETING INC.:
    
    
    ))))))
    
    
    /s/ Kenneth J. Kay)
    
    
    Duly Authorised Signatory))
    
    
    Name: Kenneth J. Kay)
    
    
    Senior Vice President and Chief)
    
    
    Title:   Financial Officer)
  /s/ Daniel J. WeinrotSignature of WitnessName:
    
    Daniel J. Weinrot3355 Las Vegas Blvd SouthAddress:
    
    Las Vegas, NV 89109Occupation:
    
    Attorney(Note: These details are to be completed in the
witnesss own hand writing.)
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The Companies
 EXECUTED AS A DEEDby
    
    
    )VENETIAN VENTURE DEVELOPMENT
    
    
    )INTERMEDIATE II:
    
    
    )))))
    
    
    /s/ Michael A. Leven)
    
    
    Duly Authorised Signatory))
    
    
    Name: Michael A. Leven))
    
    
    Title: Director)
  /s/ Daniel J. WeinrotSignature of WitnessName:
    
    Daniel J. Weinrot3355 Las Vegas Blvd SouthAddress:
    
    Las Vegas, NV 89109Occupation:
    
    Attorney(Note: These details are to be completed in the
witnesss own hand writing.)
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EXECUTED AS A DEEDby
    
    
    )VENETIAN VENTURE
    
    
    )DEVELOPMENT INTERMEDIATE
    
    
    )LIMITED:
    
    
    ))))
    
    
    /s/ Kenneth J. Kay)
    
    
    Duly Authorised Signatory))
    
    
    Name: Kenneth J. Kay))
    
    
    Title: Director)
  /s/ Daniel J. WeinrotSignature of WitnessName:
    
    Daniel J. Weinrot3355 Las Vegas Blvd SouthAddress:
    
    Las Vegas, NV 89109Occupation:
    
    Attorney(Note: These details are to be completed in the
witnesss own hand writing.)
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EXECUTED AS A DEEDby
    
    
    )VENETIAN MACAU LIMITED:
    
    
    ))))))
    
    
    /s/ Luis Nuno Mesquita de Melo)
    
    
    Duly Authorised Signatory))
    
    
    Name: Luis Nuno Mesquita de Melo))
    
    
    Title: Director)
  /s/ Jose Borges RodriguesSignature of WitnessName:
    
    Jose Borges RodriguesTravessa Da Misericordia,Address:
    
    N-6, 3-A, MacauOccupation:
    
    Advogado(Note: These details are to be completed in the
witnesss own hand writing.)
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EXECUTED AS A DEEDby
    
    
    )VENETIAN COTAI LIMITED:
    
    
    ))))))
    
    
    /s/ Luis Nuno Mesquita de Melo)
    
    
    Duly Authorised Signatory))
    
    
    Name: Luis Nuno Mesquita de Melo))
    
    
    Title: Director)
  /s/ Jose Borges RodriguesSignature of WitnessName:
    
    Jose Borges RodriguesTravessa Da Misericordia,Address:
    
    N-6, 3-A, MacauOccupation:
    
    Advogado(Note: These details are to be completed in the
witnesss own hand writing.)
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EXECUTED AS A DEEDby
    
    
    )VML US FINANCE LLC:
    
    
    ))))))
    
    
    /s/ Kenneth J. Kay)
    
    
    Duly Authorised Signatory))
    
    
    Name: Kenneth J. Kay)
    
    
    Senior Vice President and Chief)
    
    
    Title:   Financial Officer)
  /s/ Daniel J. WeinrotSignature of WitnessName:
    
    Daniel J. Weinrot3355 Las Vegas Blvd SouthAddress:
    
    Las Vegas, NV 89109Occupation:
    
    Attorney(Note: These details are to be completed in the
witnesss own hand writing.)
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EXECUTED AS A DEEDby
    
    
    )VENETIAN MACAU FINANCE
    
    
    )COMPANY:
    
    
    )))))
    
    
    /s/ Kenneth J. Kay)
    
    
    Duly Authorised Signatory))
    
    
    Name: Kenneth J. Kay))
    
    
    Title: Director)
  /s/ Daniel J. WeinrotSignature of WitnessName:
    
    Daniel J. Weinrot3355 Las Vegas Blvd SouthAddress:
    
    Las Vegas, NV 89109Occupation:
    
    Attorney(Note: These details are to be completed in the
witnesss own hand writing.)
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EXECUTED AS A DEEDby
    
    
    )SANDS CHINA LTD.:
    
    
    ))))))
    
    
    /s/ Steven Craig Jacobs)
    
    
    Duly Authorised Signatory))
    
    
    Name: Steven Craig Jacobs))
    
    
    Title: Director)
  /s/ Dylan J. WilliamsSignature of WitnessName:
    
    Dylan J. WilliamsAddress:
    
    Address illegibleOccupation:
    
    Associate General Counsel(Note: These details are to be completed in the
witnesss own hand writing.)
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EXECUTED AS A DEEDby
    
    
    )COTAI FERRY COMPANY LIMITED:
    
    
    ))))))
    
    
    /s/ Luis Nuno Mesquita de Melo)
    
    
    Duly Authorised Signatory))
    
    
    Name: Luis Nuno Mesquita de Melo))
    
    
    Title: Director)
  /s/ Jose Borges RodriguesSignature of WitnessName:
    
    Jose Borges RodriguesTravessa Da Misericordia,Address:
    
    N-6, 3-A, MacauOccupation:
    
    Advogado(Note: These details are to be completed in the
witnesss own hand writing.)
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EXECUTED AS A DEEDby
    
    
    )VENETIAN ORIENT LIMITED:
    
    
    ))))))
    
    
    /s/ Luis Nuno Mesquita de Melo)
    
    
    Duly Authorised Signatory))
    
    
    Name: Luis Nuno Mesquita de Melo))
    
    
    Title: Director)
  /s/ Jose Borges RodriguesSignature of WitnessName:
    
    Jose Borges RodriguesTravessa Da Misericordia,Address:
    
    N-6, 3-A, MacauOccupation:
    
    Advogado(Note: These details are to be completed in the
witnesss own hand writing.)
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EXECUTED AS A DEEDby
    
    
    )VENETIAN TRAVEL LIMITED:
    
    
    ))))))
    
    
    /s/ Luis Nuno Mesquita de Melo)
    
    
    Duly Authorised Signatory))
    
    
    Name: Luis Nuno Mesquita de Melo))
    
    
    Title: Director)
  /s/ Jose Borges RodriguesSignature of WitnessName:
    
    Jose Borges RodriguesTravessa Da Misericordia,Address:
    
    N-6, 3-A, MacauOccupation:
    
    Advogado(Note: These details are to be completed in the
witnesss own hand writing.)
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EXECUTED AS A DEEDby
    
    
    )VENETIAN RETAIL LIMITED:
    
    
    ))))))
    
    
    /s/ Luis Nuno Mesquita de Melo)
    
    
    Duly Authorised Signatory))
    
    
    Name: Luis Nuno Mesquita de Melo)
)
    
    
    Title: Director)
  /s/ Jose Borges RodriguesSignature of WitnessName:
    
    Jose Borges RodriguesTravessa Da Misericordia,Address:
    
    N-6, 3-A, MacauOccupation:
    
    Advogado(Note: These details are to be completed in the
witnesss own hand writing.)
 Bella  Deed of Subordination
    
    Page 33




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EXECUTION VERSION
 DATED 4 SEPTEMBER 2009
 CITICORP INTERNATIONAL LIMITED   Senior Creditor
 LAS VEGAS SANDS CORP.
LAS VEGAS SANDS, LLC
VENETIAN CASINO RESORT, LLC
VENETIAN MARKETING, INC.  Subordinated Creditors
 VENETIAN VENTURE DEVELOPMENT INTERMEDIATE II
VENETIAN VENTURE DEVELOPMENT INTERMEDIATE LIMITED VENETIAN MACAU LIMITED
VENETIAN COTAI LIMITED
VML US FINANCE LLC
VENETIAN MACAU FINANCE COMPANY
SANDS CHINA LTD.
COTAI FERRY COMPANY LIMITED
VENETIAN ORIENT LIMITED
VENETIAN TRAVEL LIMITED
VENETIAN RETAIL LIMITED  Companies
 
 DEED OF SUBORDINATION




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##### 



CONTENTS
 CLAUSE
    
    PAGE1. DEFINITIONS AND INTERPRETATION
    
    
    12. SUBORDINATION
    
    
    23. TURNOVER PROVISIONS AND SET OFF
    
    
    34. COVENANTS
    
    
    45. PERMITTED PAYMENTS
    
    
    66. CONSENTS
    
    
    67. REPRESENTATIONS AND WARRANTIES
    
    
    78. PROTECTION OF SUBORDINATION
    
    
    89. POWER OF ATTORNEY
    
    
    1010. AMENDMENT
    
    
    1011. FURTHER ASSURANCE
    
    
    1012. SEVERABILITY
    
    
    1013. NOTICES
    
    
    1014. WAIVERS
    
    
    1215. ENTIRE AGREEMENT
    
    
    1316. COUNTERPARTS
    
    
    1317. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
    
    
    1318. GOVERNING LAW AND JURISDICTION
    
    
    13
 Bella  Deed of Subordination
    
    Page I