##### 



Exhibit 10.1
 EXECUTION
VERSION
 AMENDED AND RESTATED FF&E CREDIT AND GUARANTY AGREEMENT
 dated as of August 21, 2007
 among
 LAS VEGAS SANDS, LLC,
as Borrower
 CERTAIN AFFILIATES OF BORROWER,
as Guarantors,
 VARIOUS LENDERS,
 GENERAL ELECTRIC CAPITAL CORPORATION,
as Administrative Agent and Collateral Agent,
 and
 GE CAPITAL MARKETS, INC.,
as Lead Arranger and Book Runner.




---



##### 



TABLE OF CONTENTS
 PageSECTION 1.
    
    DEFINITIONS AND INTERPRETATION
    
    
    21.1
    
    Definitions
    
    
    21.2
    
    Accounting Terms
    
    
    421.3
    
    Interpretation, etc.
    
    
    42SECTION 2.
    
    LOANS
    
    
    422.1
    
    Delayed Draw Term Loans
    
    
    422.2
    
    [Intentionally Reserved.]
    
    
    442.3
    
    [Intentionally Reserved.]
    
    
    442.4
    
    [Intentionally Reserved.]
    
    
    442.5
    
    Pro Rata Shares; Availability of Funds
    
    
    442.6
    
    Use of Proceeds
    
    
    452.7
    
    Evidence of Debt; Register; Lenders Books and Records; Notes
    
    
    452.8
    
    Interest on Loans
    
    
    452.9
    
    Conversion/Continuation
    
    
    472.10
    
    Default Interest
    
    
    482.11
    
    Fees
    
    
    482.12
    
    Scheduled Payments/Commitment Reductions
    
    
    492.13
    
    Voluntary Prepayments/Commitment Reductions
    
    
    492.14
    
    Mandatory Prepayments/Commitment Reductions
    
    
    502.15
    
    Application of Prepayments/Reductions
    
    
    512.16
    
    General Provisions Regarding Payments
    
    
    512.17
    
    Ratable Sharing
    
    
    532.18
    
    Making or Maintaining Eurodollar Rate Loans
    
    
    532.19
    
    Increased Costs; Capital Adequacy
    
    
    552.20
    
    Taxes; Withholding, etc.
    
    
    572.21
    
    Obligation to Mitigate
    
    
    592.22
    
    Defaulting Lenders
    
    
    602.23
    
    Removal or Replacement of a Lender
    
    
    602.24
    
    Right of Financing
    
    
    61SECTION 3.
    
    CONDITIONS PRECEDENT
    
    
    613.1
    
    Restatement Effective Date
    
    
    613.2
    
    Conditions to the Making of Loans
    
    
    65SECTION 4.
    
    REPRESENTATIONS AND WARRANTIES
    
    
    664.1
    
    Organization; Requisite Power and Authority; Qualification
    
    
    664.2
    
    Equity Interests and Ownership
    
    
    664.3
    
    Due Authorization
    
    
    674.4
    
    No Conflict
    
    
    674.5
    
    Governmental Consents
    
    
    67
  i




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##### 



Page4.6
    
    Binding Obligation
    
    
    674.7
    
    Historical Financial Statements
    
    
    684.8
    
    Projections
    
    
    684.9
    
    No Material Adverse Change
    
    
    684.10
    
    Adverse Proceedings, etc.
    
    
    684.11
    
    Payment of Taxes
    
    
    684.12
    
    Properties
    
    
    694.13
    
    Environmental Matters
    
    
    694.14
    
    No Defaults
    
    
    704.15
    
    Material Contracts
    
    
    704.16
    
    Governmental Regulation
    
    
    704.17
    
    Margin Stock
    
    
    704.18
    
    Employee Matters
    
    
    704.19
    
    Employee Benefit Plans
    
    
    714.20
    
    Certain Fees
    
    
    714.21
    
    Solvency
    
    
    714.22
    
    Matters Relating to Collateral
    
    
    714.23
    
    Compliance with Statutes, etc.
    
    
    724.24
    
    Disclosure
    
    
    724.25
    
    Patriot Act
    
    
    72SECTION 5.
    
    AFFIRMATIVE COVENANTS
    
    
    745.1
    
    Financial Statements and Other Reports
    
    
    745.2
    
    Existence
    
    
    795.3
    
    Payment of Taxes and Claims
    
    
    795.4
    
    Maintenance of Properties
    
    
    795.5
    
    Insurance
    
    
    805.6
    
    Books and Records; Inspections
    
    
    825.7
    
    Lenders Meetings
    
    
    835.8
    
    Compliance with Laws
    
    
    835.9
    
    Environmental
    
    
    845.10
    
    Compliance with Material Contracts
    
    
    845.11
    
    Subsidiaries
    
    
    855.12
    
    [Intentionally Reserved.]
    
    
    855.13
    
    [Intentionally Reserved.]
    
    
    855.14
    
    Interest Rate Protection
    
    
    855.15
    
    Further Assurances
    
    
    855.16
    
    Maintenance of Ratings
    
    
    865.17
    
    [Intentionally Reserved.]
    
    
    865.18
    
    Landlords Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases
    
    
    86SECTION 6.
    
    NEGATIVE COVENANTS
    
    
    866.1
    
    Indebtedness
    
    
    866.2
    
    Liens and Other Matters
    
    
    89
  ii




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##### 



Page6.3
    
    Investments; Joint Ventures; Formation of Subsidiaries
    
    
    936.4
    
    Restrictions on Subsidiary Distributions
    
    
    956.5
    
    Restricted Payments
    
    
    966.6
    
    Financial Covenants
    
    
    986.7
    
    Fundamental Changes; Disposition of Assets
    
    
    996.8
    
    Sale and Leasebacks
    
    
    1026.9
    
    Transactions with Shareholders and Affiliates
    
    
    1026.10
    
    Disposal of Subsidiary Stock
    
    
    1046.11
    
    Conduct of Business
    
    
    1046.12
    
    Certain Restrictions on Changes to Certain Documents
    
    
    1046.13
    
    Fiscal Year
    
    
    1056.14
    
    [Intentionally Reserved.]
    
    
    1056.15
    
    No Further Negative Pledge
    
    
    1056.16
    
    [Intentionally Reserved.]
    
    
    1056.17
    
    Commonality of Obligors and Restricted Subsidiaries
    
    
    105SECTION 7.
    
    GUARANTY
    
    
    1057.1
    
    Guaranty of the Obligations
    
    
    1067.2
    
    Contribution by Guarantors
    
    
    1067.3
    
    Payment by Guarantors
    
    
    1077.4
    
    Liability of Guarantors Absolute
    
    
    1077.5
    
    Waivers by Guarantors
    
    
    1097.6
    
    Guarantors Rights of
Subrogation, Contribution, etc.
    
    
    1097.7
    
    Subordination of Other Obligations
    
    
    1107.8
    
    Continuing Guaranty
    
    
    1107.9
    
    Authority of Guarantors or Borrower
    
    
    1107.10
    
    Financial Condition of Borrower
    
    
    1107.11
    
    Bankruptcy, etc.
    
    
    1117.12
    
    Discharge of Guaranty Upon Sale of Guarantor
    
    
    1127.13
    
    Obligations of VCR Secured
    
    
    112SECTION 8.
    
    EVENTS OF DEFAULT
    
    
    1128.1
    
    Events of Default
    
    
    112SECTION 9.
    
    AGENTS
    
    
    1159.1
    
    Appointment of Agents
    
    
    1169.2
    
    Powers and Duties
    
    
    1169.3
    
    General Immunity
    
    
    1179.4
    
    Agents Entitled to Act as Lender
    
    
    1189.5
    
    Lenders Representations, Warranties and Acknowledgment
    
    
    1189.6
    
    Right to Indemnity
    
    
    1199.7
    
    Successor Administrative Agent and Collateral Agent
    
    
    1199.8
    
    Collateral Documents and Guaranty
    
    
    1209.9
    
    Withholding Taxes
    
    
    1219.10
    
    Intercreditor Agreements
    
    
    121
  iii




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##### 



PageSECTION 10.
    
    MISCELLANEOUS
    
    
    12110.1
    
    Notices
    
    
    12110.2
    
    Expenses
    
    
    12210.3
    
    Indemnity
    
    
    12410.4
    
    Set-Off
    
    
    12410.5
    
    Amendments and Waivers
    
    
    12410.6
    
    Successors and Assigns; Participations
    
    
    12610.7
    
    Independence of Covenants
    
    
    13010.8
    
    Survival of Representations, Warranties and Agreements
    
    
    13010.9
    
    No Waiver; Remedies Cumulative
    
    
    13010.10
    
    Marshalling; Payments Set Aside
    
    
    13110.11
    
    Severability
    
    
    13110.12
    
    Obligations Several; Independent Nature of Lenders Rights
    
    
    13110.13
    
    Headings
    
    
    13110.14
    
    APPLICABLE LAW
    
    
    13110.15
    
    CONSENT TO JURISDICTION
    
    
    13110.16
    
    WAIVER OF JURY TRIAL
    
    
    13210.17
    
    Confidentiality
    
    
    13310.18
    
    Usury Savings Clause
    
    
    13310.19
    
    Counterparts
    
    
    13410.20
    
    Effectiveness
    
    
    13410.21
    
    Patriot Act
    
    
    13410.22
    
    Electronic Execution of Assignments
    
    
    13410.23
    
    Gaming Authorities
    
    
    13410.24
    
    [Intentionally Reserved.]
    
    
    13410.25
    
    Certain Matters Affecting Lenders
    
    
    135SECTION 11.
    
    AMENDMENT AND RESTATEMENT
    
    
    13511.1
    
    Effect of this Agreement
    
    
    13511.2
    
    Allocation
    
    
    136
  iv




---



##### 



APPENDICES:
    
    
    A
    
    
    Delayed Draw Term Loan CommitmentsB
    
    
    Notice AddressesSCHEDULES:
    
    
    4.2
    
    
    Equity Interests and Ownership4.5
    
    
    Governmental Consents4.12
    
    
    Material Real Estate Assets and Leases4.15
    
    
    Material Contracts4.22(b)
    Permits6.1
    
    
    Certain Indebtedness6.2
    
    
    Certain Liens6.3
    
    
    Certain Investments6.9
    
    
    Certain Affiliate TransactionsA
    
    
    Designated FF&EK
    
    
    Fixture FilingsEXHIBITS:
    
    
    A
    
    
    Form of Assignment AgreementB
    
    
    Form of Certificate Re Non-bank StatusC
    
    
    Form of Restatement Effective Date CertificateD
    
    
    Form of Compliance CertificateE
    
    
    Form of Conversion/Continuation NoticeF
    
    
    Form of Counterpart AgreementG
    
    
    [Intentionally Reserved.]H
    
    
    Form of Delayed Draw Term Loan NoteI
    
    
    Form of Funding NoticeJ
    
    
    [Intentionally Reserved.]K
    
    
    Form of Borrowing Base CertificateL
    
    
    [Intentionally Reserved.]M
    
    
    Form of Amended and Restated Security AgreementN
    
    
    [Intentionally Reserved.]O
    
    
    [Intentionally Reserved.]P-1
    
    
    Form of Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLPP-2
    
    
    Form of Opinion of Lionel Sawyer & CollinsQ
    
    
    [Intentionally Reserved.]R
    
    
    Form of Solvency Certificate
  v




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##### 



AMENDED AND RESTATED FF&E CREDIT AND GUARANTY AGREEMENT
 AMENDED AND RESTATED FF&E CREDIT AND GUARANTY AGREEMENT LAS VEGAS SANDS, LLC Borrower CERTAIN AFFILIATES of Borrower GENERAL ELECTRIC CAPITAL CORPORATION GE Capital Administrative Agent Collateral Agent GE CAPITAL
MARKETS, INC. ( GECM ) Arranger
 RECITALS:
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS Existing FF&E Credit Agreement
 WHEREAS
 WHEREAS
 WHEREAS
  1




---



##### 



NOW, THEREFORE,
 SECTION 1. DEFINITIONS AND INTERPRETATION
 1.1 Definitions.
 Adelson
 Adjusted Eurodollar Rate minus
 Administrative Agent
 Administrative Agents Fee Letter
 Adverse Proceeding
 2




---



##### 



Affected Lender
 Affected Loans
 Affiliate provided however
 Agent Agents
 Agent Affiliates
 Aggregate Amounts Due
 Aggregate Payments
 Agreement
 Aircraft Agreements
 Applicable Margin provided however
 3




---



##### 



further provided
   provided further
 Applicable Percentage
 Approved Electronic Communications
 Arranger
 Assignment Agreement Exhibit A
 Assignment Effective Date
 Authorized Officer
 Bank Administrative Agent
 4




---



##### 



Bank Agents
 Bank Collateral Agent
 Bank Credit Agreement
 Bank Credit Facility
 Bank Credit Facility Collateral Documents
 Bank Credit Facility Documents
 5




---



##### 



Bank Credit Facility Loans
 Bank Intercreditor Agreement
 Bank Lenders
 Bankruptcy Code
 Base Rate 1 2
 Base Rate Loan
 Beneficiary
 Board of Governors
 Borrower
 Borrowing Availability
 Borrowing Base
 Borrowing Base Certificate Exhibit K
 6




---



##### 



Business Day Business Day
 BSA
 Capital Lease
 Cash
 Cash Equivalents
 7




---



##### 



Casino Level Mall Lease
 Category of Goods
 Central Park West Site
 Central Plant
 Certificate re Non-Bank Status Exhibit B
 Change of Control
 Closing Date
 Collateral
 Collateral Agent
 8




---



##### 



Collateral Documents
 Collateral Sale provided
 Collateral Schedule Exhibit A
 Commitment
 Compliance Certificate Exhibit D
 Conforming L/C provided
 9




---



##### 



provided further
 Conforming L/C Draw Event
 Consolidated Adjusted EBITDA less provided provided
 10




---



##### 



Consolidated Interest Coverage Ratio
 Consolidated Interest Expense plus
 Consolidated Leverage Ratio
 Consolidated Net Income provided
 11




---



##### 



Consolidated Senior Leverage Ratio
 Consolidated Total Debt plus minus
 Consolidated Total Senior Debt less
 Contractual Obligation
 Contributing Guarantors
 Conversion/Continuation Date
 Conversion/Continuation Notice Exhibit E
 Cooperation Agreement
 Core Assets
 COREA
 12




---



##### 



Corporate Ratings
 Counterpart Agreement Exhibit F
 Credit Date
 Credit Document
 Credit Party
 Default Excess
 Default Period
 Defaulted Loan
 Defaulting Lender
 Delayed Draw Term Loan
 Delayed Draw Term Loan Commitment Delayed Draw Term Loan Commitments Appendix A-1
 13




---



##### 



Delayed Draw Term Loan Commitment Period
 Delayed Draw Term Loan Commitment Termination Date
 Delayed Draw Term Loan Exposure
 Delayed Draw Term Loan Note Exhibit H
 Deposit Account
 Designated FF&E Schedule A
 Dollars $
 Domestic FF&E
 Domestic Subsidiary
 Eligible Assignee provided provided further provided
 14




---



##### 



provided provided provided further
 Eligible FF&E
 Schedule A
    15




---



##### 



16




---



##### 



Employee Benefit Plan
 Environmental Claim
 Environmental Laws et seq et seq et seq et seq et seq et seq et seq et seq et seq
 17




---



##### 



et seq et seq et seq et seq
 Equity Interests
 ERISA
 ERISA Affiliate
 ERISA Event
 18




---



##### 



Eurodollar Rate Loan
 Event of Default
 Event of Loss
 Exchange Act
 Excluded Subsidiary
 19




---



##### 



provided
 provided
 provided
  Existing Facility
 Existing FF&E Credit Agreement
 Facility
 20




---



##### 



Fair Share
 Fair Share Contribution Amount
 FDIC
 Federal Funds Effective Rate provided
 Financial Officer Certification
 Financial Plan
 First Priority
 Fiscal Quarter
 Fiscal Year
 Former Lender
 Funding and Payment Account
 
 21




---



##### 



Funding Default
 Funding Guarantors
 Funding Notice Exhibit I
 GAAP
 Gaming License
 GE Capital
 GECM
 GGP
 Gondola Lease
 Governmental Acts
 Governmental Authority
 Grand Canal
 Grantor
 Guaranteed Obligations
 Guarantor
 22




---



##### 



provided
 Guaranty
 Hard Costs
 Harrahs Shared Garage Lease
 Harrahs Shared Roadway Agreement
 Hazardous Materials
 Hazardous Materials Activity
 Hedging Agreement
 23




---



##### 



Highest Lawful Rate
 Historical Financial Statements
 HVAC Component
 HVAC Ground Lease
 HVAC Provider
 HVAC Services Agreements
 Immaterial Subsidiary
 Imported FF&E
 Increased-Cost Lenders
 24




---



##### 



Indebtedness
 Indemnified Liabilities
 25




---



##### 



Indemnitee
 Installment
 Intellectual Property
 Intercompany Note
 Interest Payment Date provided however
 Interest Period provided
 26




---



##### 



Interest Rate Determination Date
 Interface
 Internal Revenue Code
 Investment plus less provided less
 JDA
 Joint Venture provided
 27




---



##### 



LCR
 LCR Holdings
 Legal Requirements
 Lender
 Lien
 Loan
 LVSC
 LVSC Aircraft Financing provided
 LVSC Corporate Services Agreement
 LVSC Notes provided
 28




---



##### 



LVSC Notes Documents
 LVSC Notes Indenture
 LVSC Notes Indenture Trustee
 Macau
 Margin Stock
 Material Adverse Effect
 Material Contract
 Material Real Estate Asset
 29




---



##### 



Material Subsidiary
 Maturity Date
 Moodys
 Multiemployer Plan
 Narrative Report
 Net Collateral Sale Proceeds
 Net Debt Proceeds
 Net Loss Proceeds
 30




---



##### 



Nevada Gaming Authorities
 Nevada Gaming Laws
 Nonpublic Information
 Non-Recourse Financing
 Non-US Lender
 Note
 Notice
 Obligations
 Obligee Guarantor
 OFAC
 31




---



##### 



Office Space Lease
 Officers Certificate
 Opening Date Conditions
 Operating Lease
 Operative Documents
 Organizational Documents
 Other FF&E Facility
 PA Contribution Agreement
 32




---



##### 



PA Gaming
 PA Gaming Opening Date
 PA Gaming Project
 PA Investment Note
 PA Project
 PA Retail
 PA Retail Opening Date
 PA Retail Project
 PA Subsidiary
 Palazzo Condo Tower
 Palazzo Condo Tower Parcel
 Palazzo Condo Tower Sales
 Palazzo Mall
 Palazzo Mall Parcel
 Palazzo Mall Sale
 Palazzo Mall Sale Agreement
 33




---



##### 



Palazzo Opening Date
 Palazzo Project
 Palazzo Site
 Patriot Act
 PBGC
 Pennsylvania Gaming Authorities
 Pennsylvania Gaming Laws
 Pension Plan
 Permits
 Permitted Lien
 Permitted Subordinated Indebtedness
 34




---



##### 



Person
 Phase II Mall Borrowers
 Phase II Mall Subsidiary
 Phase II Mall Holdings
 Platform
 Potential Event of Default
 Prime Rate The Wall Street Journal
 Principal Office Appendix B
 Proceedings
 Procurement Services Agreement
 Projections
 35




---



##### 



Project Documents
 Pro Rata Share
 Quarterly Date
 Quarterly Payment Date
 Real Estate Asset
 Refinancing Fees
 Register
 Regulation D
 Regulation FD
 Related Fund
 Related Parties Family Member
 36




---



##### 



Related Soft Costs
 Release
 Replacement Collateral
 Replacement Lender
 Requisite Lenders
 Reserves
 Resort Complex
 Resort Complex Operative Documents
 Restatement Effective Date
 Restatement Effective Date Certificate
 Restaurant Joint Venture
 37




---



##### 



Restricted Payment
 Restricted Subsidiary
 S&P
 SECC
 SECC Phase II Project
 Secured Parties
 Securities
 Securities Act
 Security Agreement Exhibit M
 38




---



##### 



Settlement Confirmation
 Settlement Service
 Shareholder Subordinated Indebtedness
 Site Easement
 Solvent
 Specified FF&E provided
 39




---



##### 



Subsidiary
 Substitute Lender
 Supplier Joint Venture
 Tax Taxes
 Tax Sharing Agreement
 Termination Date
 Term Loan
 Terminated Lender
 Theater Lease
 Total Permitted Costs rovided provided further
 40




---



##### 



Type of Loan
 Unamortized Term Loan Balance
 UCC provided
 United States U.S.
 U.S. Lender
 VCR
 Venetian Facility
 Venetian Site
 Walgreens Access Easement
 Walgreens CC&Rs
 Walgreens Documents
 Walgreens Lease
 41




---



##### 



Walgreens Sale and Purchase Agreement
 Withdrawal Period
 1.2 Accounting Terms. provided
 1.3 Interpretation, etc.
 SECTION 2. LOANS
 2.1 Delayed Draw Term Loans.
 Delayed Draw Term Loan Commitments
 42




---



##### 



Schedule A Schedule A
 Delayed Draw Term Loan Mechanics
   provided
 43




---



##### 

\

2.2
 2.3
 2.4
 2.5 Pro Rata Shares; Availability of Funds.
 Pro Rata Shares
 Availability of Funds
 44




---



##### 



2.6 Use of Proceeds.
 2.7 Evidence of Debt; Register; Lenders Books and Records; Notes.
 Lenders Evidence of Debt provided provided further
 Register Register provided
 Notes
 2.8 Interest on Loans.
 45




---



##### 



plus
 plus
   provided
 46




---



##### 



provided however
 2.9 Conversion/Continuation.
  provided
   47




---



##### 



2.10 Default Interest. provided
 2.11 Fees.
   multiplied by
   multiplied by
 48




---



##### 



provided
  2.12 Scheduled Payments/Commitment Reductions.
 Amortization of Delayed Draw Term Loans Installment
 Impact of Prepayments
 2.13 Voluntary Prepayments/Commitment Reductions.
 Voluntary Prepayments
   49




---



##### 



Voluntary Commitment Reductions provided
 2.14 Mandatory Prepayments/Commitment Reductions.
 Collateral Sales
 Insurance/Condemnation Proceeds
 50




---



##### 



Issuance of Debt Net Debt Proceeds
  Prepayment Certificate Net Proceeds Amount
 2.15 Application of Prepayments/Reductions.
 Application of Voluntary Prepayments
 Application of Mandatory Prepayments provided
 Application of Prepayments of Loans to Base Rate Loans and Eurodollar Rate Loans
 2.16 General Provisions Regarding Payments.
  51




---



##### 



provided
  52




---



##### 



2.17 Ratable Sharing. Aggregate Amounts Due provided
 2.18 Making or Maintaining Eurodollar Rate Loans.
 Determining Applicable Interest Rate
 53




---



##### 



Illegality or Impracticability of Eurodollar Rate Loans Affected Lender Affected Loans
 Compensation for Breakage or Non-Commencement of Interest Periods
 54




---



##### 



Booking of Eurodollar Rate Loans
 Assumptions Concerning Funding of Eurodollar Rate Loans provided however
 2.19 Increased Costs; Capital Adequacy.
 Compensation For Increased Costs and Taxes
 55




---



##### 



Capital Adequacy Adjustment
 56




---



##### 



2.20 Taxes; Withholding, etc.
 Payments to Be Free and Clear Excluded Taxes
 Withholding of Taxes
 57




---



##### 



Evidence of Exemption From U.S. Withholding Tax Non-US Lender U.S. Lender
 58




---



##### 



provided
 2.21 Obligation to Mitigate. provided
 59




---



##### 



2.22 Defaulting Lenders. Defaulting Lender Funding
Default Defaulted Loan
 2.23 Removal or Replacement of a Lender. Increased-Cost Lender Non-Consenting Lender
 60




---



##### 



Terminated Lender Replacement Lender provided provided
 2.24 Right of Financing.
 SECTION 3. CONDITIONS PRECEDENT
 3.1 Restatement Effective Date.
 Credit Documents
  61




---



##### 



Organizational Documents; Incumbency
  Governmental Authorizations and Consents
  Collateral
   62




---



##### 



Financial Statements; Projections
 Evidence of Insurance
 Opinions of Counsel to Credit Parties Exhibit P-1 Exhibit P-2
 Fees and Costs
 Solvency Certificate Exhibit
R
 Restatement Effective Date Certificate
 No Litigation
 63




---



##### 



Completion of Proceedings
 Patriot Act Patriot Act
 Bank Credit Agreement
   Real Estate
 Subordinated Indebtedness
 Fee Letter
  Landlord and Other Waivers
 64




---



##### 



Flow of Funds
 3.2 Conditions to the Making of Loans.
 Conditions Precedent
       65




---



##### 



Notices provided
 SECTION 4. REPRESENTATIONS AND WARRANTIES
  4.1 Organization; Requisite Power and Authority; Qualification.
 4.2 Equity Interests and Ownership. Schedule 4.2
 66




---



##### 



Schedule 4.2
 4.3 Due Authorization.
 4.4 No Conflict.
 4.5 Governmental Consents. Schedule 4.5
 4.6 Binding Obligation.
 67




---



##### 



4.7 Historical Financial Statements.
 4.8 Projections. Projections provided provided further
 4.9 No Material Adverse Change.
 4.10 Adverse Proceedings, etc.
 4.11 Payment of Taxes.
 68




---



##### 



4.12 Properties.
 Title
 Real Estate Schedule 4.12 Schedule 4.12
 4.13 Environmental Matters.
 69




---



##### 



4.14 No Defaults.
 4.15 Material Contracts. Schedule 4.15
 4.16 Governmental Regulation.
 4.17 Margin Stock.
 4.18 Employee Matters.
 70




---



##### 



4.19 Employee Benefit Plans.
 4.20 Certain Fees.
 4.21 Solvency.
 4.22 Matters Relating to Collateral.
 Creation, Perfection and Priority of Liens
 71




---



##### 



Schedule K
 Permits Schedule 4.22(b)
 Absence of Third Party Filings
 Information Regarding Collateral
 4.23 Compliance with Statutes, etc.
 4.24 Disclosure.
 4.25 Patriot Act.
 72




---



##### 



73




---



##### 



SECTION 5. AFFIRMATIVE COVENANTS
  5.1 Financial Statements and Other Reports.
 Quarterly Financial Statements
    74




---



##### 



Annual Financial Statements
     75




---



##### 



provided
 Compliance Certificate
 Statements of Reconciliation after Change in Accounting Principles
 76




---



##### 



Accountants Reports
 SEC Filings and Other Financial Reports
 Notice of Default
 Notice of Litigation Proceedings
 77




---



##### 



ERISA
 Financial Plan Financial Plan
 Insurance Report
 Certain Notices
 Ratings
  Other Information
  Collateral Reports
 78




---



##### 



5.2 Existence. provided
 5.3 Payment of Taxes and Claims.
 provided
  5.4 Maintenance of Properties.
 79




---



##### 



5.5 Insurance. provided
 Application of Net Loss Proceeds from Property other than Collateral
 Reinvestment of Net Loss Proceeds from Collateral
    80




---



##### 



provided
    provided however
 81




---



##### 



Replacement Collateral
   5.6 Books and Records; Inspections. provided
 82




---



##### 



5.7 Lenders Meetings.
 5.8 Compliance with Laws.
 OFAC BSA
  83




---



##### 



5.9
 Environmental Disclosure
    Hazardous Materials Activities, Etc
 5.10 Compliance with Material Contracts.
 84




---



##### 



5.11 Subsidiaries. Schedule 4.2 Schedule 4.2
 5.12
 5.13
 5.14 Interest Rate Protection.
 5.15 Further Assurances.
  85




---



##### 



5.16 Maintenance of Ratings.
 5.17
 5.18 Landlords Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases.
   SECTION 6. NEGATIVE COVENANTS
  6.1 Indebtedness.
  86




---



##### 



Schedule 6.1
   provided
 provided
 provided
 provided
 87




---



##### 



provided
  88




---



##### 



New Indebtedness
 6.2 Liens and Other Matters.
    89




---



##### 



provided
 provided
       90




---



##### 



Schedule 6.2
 provided
 provided
   provided
 provided
 91




---



##### 



provided
     provided
    provided
 92




---



##### 



provided
 6.3 Investments; Joint Ventures; Formation of Subsidiaries.
  Schedule
6.3
   provided however
  provided
 provided provided further
 93




---



##### 



provided
   94




---



##### 



minus provided however
  6.4 Restrictions on Subsidiary Distributions.
 95




---



##### 



6.5 Restricted Payments.
 provided
 provided
    96




---



##### 



plus minus
    97




---



##### 



provided
 provided
 6.6 Financial Covenants.
 Interest Coverage Ratio
 Fiscal Quarter
    
    Interest Coverage RatioJuly 1, 2008 December 31, 2008
    
    1.50:1.00January 1, 2009
 June 30, 2009
    
    1.75:1.00July 1, 2009 and thereafter
    
    2.00:1.00
 Leverage Ratio
 Fiscal Quarter
    
    Leverage RatioJuly 1, 2008  December 31, 2008
    
    7.50:1.00January 1, 2009  June 30, 2009
    
    7.00:1.00July 1, 2009  December 31, 2009
    
    6.50:1.00January 1, 2010  June 30, 2010
    
    6.00:1.00July 1, 2010  December 31, 2010
    
    5.50:1.00January 1, 2011 and thereafter
    
    5.00:1.00
 98




---



##### 



6.7 Fundamental Changes; Disposition of Assets.
  provided
  provided
 99




---



##### 



Schedule 4.12 provided
 provided
 provided
  100




---



##### 



provided
        provided
  101




---



##### 



provided
   6.8 Sale and Leasebacks.
 6.9 Transactions with Shareholders and Affiliates.
   102




---



##### 



provided
 provided
  103




---



##### 



Schedule 6.9
    6.10 Disposal of Subsidiary Stock. provided however
 6.11 Conduct of Business.
 6.12 Certain Restrictions on Changes to Certain Documents.
   104




---



##### 



6.13 Fiscal Year.
 6.14
 6.15 No Further Negative Pledge. provided
 6.16
 6.17 Commonality of Obligors and Restricted Subsidiaries.
 SECTION 7. GUARANTY
 105




---



##### 



7.1 Guaranty of the Obligations. Guaranteed Obligations
 7.2 Contribution by Guarantors. Contributing Guarantors Funding Guarantor Fair Share Fair Share Contribution Amount provided Aggregate Payments minus
 106




---



##### 



7.3 Payment by Guarantors.
 7.4 Liability of Guarantors Absolute.
     107




---



##### 



108




---



##### 



7.5 Waivers by Guarantors.
 7.6 Guarantors Rights of Subrogation, Contribution, etc.
 109




---



##### 



7.7 Subordination of Other Obligations. Obligee Guarantor
 7.8 Continuing Guaranty.
 7.9 Authority of Guarantors or Borrower.
 7.10 Financial Condition of Borrower.
 110




---



##### 



7.11 Bankruptcy, etc.
    111




---



##### 



7.12 Discharge of Guaranty Upon Sale of Guarantor.
 7.13 Obligations of VCR Secured
 SECTION 8. EVENTS OF DEFAULT
 8.1 Events of Default.
 Failure to Make Payments When Due
 Default in Other Agreements
 Breach of Certain Covenants provided Springing Date
 Breach of Representations, etc.
 112




---



##### 



Other Defaults Under Credit Documents
 Involuntary Bankruptcy; Appointment of Receiver, etc.
 Voluntary Bankruptcy; Appointment of Receiver, etc.
 Judgments and Attachments
 113




---



##### 



Dissolution
 Employee Benefit Plans
 Change of Control
 Guaranties, Collateral Documents and other Credit Documents
 Default Under or Termination of Certain Documents
 114




---



##### 



Default Under or Termination of Permits
 Conforming L/C
 THEN
  SECTION 9. AGENTS
 115




---



##### 



9.1 Appointment of Agents.
 9.2 Powers and Duties.
 116




---



##### 



9.3 General Immunity.
 No Responsibility for Certain Matters
 Exculpatory Provisions
 Delegation of Duties
 117




---



##### 



9.4 Agents Entitled to Act as Lender.
 9.5 Lenders Representations, Warranties and Acknowledgment.
   118




---



##### 



9.6 Right to Indemnity. provided provided provided further
 9.7 Successor Administrative Agent and Collateral Agent.
 119




---



##### 



9.8 Collateral Documents and Guaranty.
 Agents under Collateral Documents and Guaranty provided
 Right to Realize on Collateral and Enforce Guaranty
 120




---



##### 



9.9 Withholding Taxes.
 9.10 Intercreditor Agreements.
 SECTION 10. MISCELLANEOUS
 10.1 Notices.
 Notices Generally Appendix B Appendix B provided provided further
 Electronic Communications
 121




---



##### 



provided provided provided
  Agent Affiliates
  10.2 Expenses.
 122




---



##### 



123




---



##### 



10.3 Indemnity.
 Indemnitee provided
  10.4 Set-Off.
 10.5 Amendments and Waivers.
 124




---



##### 



Requisite Lenders Consent
 Affected Lenders Consent
       Requisite Lenders Pro Rata Share ; provided Requisite Lenders Pro Rata Share
    125




---



##### 



Other Consents
 provided
  Execution of Amendments, etc.
 10.6 Successors and Assigns; Participations.
 Generally provided provided further
 126




---



##### 



Register Assignment Effective Date
 Right to Assign provided provided however
 127




---



##### 



Settlement
Confirmation
 Mechanics Settlement Service
 Representations and Warranties of Assignee
 Effect of Assignment
 128




---



##### 



provided
 Participations
   provided
 129




---



##### 



provided further
 Certain Other Assignments and Participations provided provided further
 Nevada Gaming Authorities
 10.7 Independence of Covenants.
 10.8 Survival of Representations, Warranties and Agreements.
 10.9 No Waiver; Remedies Cumulative.
 130




---



##### 



10.10 Marshalling; Payments Set Aside.
 10.11 Severability.
 10.12 Obligations Several; Independent Nature of Lenders Rights.
 10.13 Headings.
 10.14 APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.
 10.15 CONSENT TO JURISDICTION. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTY
ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE
BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
 131




---



##### 



JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS
AGREEMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (A)
ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (B)
WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH
PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED,
TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1; (D) AGREES
THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE
APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES
EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES THAT AGENTS AND LENDERS RETAIN THE
RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY
CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION.
 10.16 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY
OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS
LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS
WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT
AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,
BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO
ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT
EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE
TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND
REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A
MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH OF THE
PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS
RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT.
 132




---



##### 



10.17 Confidentiality. provided provided provided
 10.18 Usury Savings Clause.
 133




---



##### 



10.19 Counterparts.
 10.20 Effectiveness.
 10.21 Patriot Act.
 10.22 Electronic Execution of Assignments.
 10.23 Gaming Authorities.
 10.24
 134




---



##### 



10.25 Certain Matters Affecting Lenders.
 Former Lender Substitute Lender
 Withdrawal Period
 SECTION 11. AMENDMENT AND RESTATEMENT
 11.1 Effect of this Agreement
 135




---



##### 



11.2 Allocation
  136




---



##### 



IN WITNESS WHEREOF
 BORROWER:LAS VEGAS SANDS, LLCBy:
    
    s/s Robert P. RozekName:
    
    Robert P. RozekTitle:
    
    Senior Vice President and Chief Financial Officer
  137




---



##### 



GUARANTORS:VENETIAN CASINO RESORT, LLCVENETIAN TRANSPORT LLCBy:
    
    Las Vegas Sands, LLCTheir Managing MemberExecuting this Agreement as Senior Vice President and Chief Financial Officer of the
managing member of each of the foregoing persons on behalf of and so as to bind the persons named above under the caption GuarantorsBy:
    
    s/s Robert P. RozekName:
    
    Robert P. RozekTitle:
    
    Senior Vice President and Chief Financial Officer
  138




---



##### 



GUARANTORS:PALAZZO CONDO TOWER, LLCLIDO INTERMEDIATE HOLDING COMPANY, LLCMALL INTERMEDIATE HOLDING COMPANY, LLCVENETIAN VENTURE DEVELOPMENT, LLCBy:
    
    Venetian Casino Resort, LLCTheir Managing MemberBy:
    
    Las Vegas Sands, LLCTheir Managing MemberExecuting this Agreement as Senior Vice President and Chief Financial
Officer of the managing member of each of the foregoing persons on behalf of and so as to bind the persons named above under the caption GuarantorsBy:
    
    s/s Robert P. RozekName:
    
    Robert P. RozekTitle:
    
    Senior Vice President and Chief Financial Officer
  139




---



##### 



GUARANTOR:LIDO CASINO RESORT HOLDING COMPANY, LLCBy:
    
    Lido Intermediate Holding Company, LLC,
 Their Managing MemberBy:
    
    Venetian Casino Resort, LLCTheir Managing MemberBy:
    
    Las Vegas Sands, LLCTheir Managing MemberExecuting this Agreement as Senior Vice President and Chief
Financial Officer of the managing member of each of the foregoing persons on behalf of and so as to
bind the persons named above under the caption GuarantorsBy:
    
    s/s Robert P. RozekName:
    
    Robert P. RozekTitle:
    
    Senior Vice President and Chief Financial Officer
  140




---



##### 



GUARANTOR:PHASE II MALL HOLDING, LLCBy:
    
    Lido Casino Resort Holding Company, LLCIts Managing MemberBy:
    
    Lido Intermediate Holding Company, LLC,Its Managing MemberBy:
    
    Venetian Casino Resort, LLCIts Managing MemberBy:
    
    Las Vegas Sands, LLCIts Managing MemberExecuting this Agreement as Senior Vice President and Chief Financial Officer of
the managing member of each of the foregoing persons on behalf of and so as to bind the persons named above under the caption GuarantorsBy:
    
    
    
    s/s Robert P. RozekName:
    
    
    
    Robert P. RozekTitle:
    
    
    
    Senior Vice President and Chief Financial Officer
  141




---



##### 



GUARANTOR:PHASE II MALL SUBSIDIARY, LLCBy:
    
    Phase II Mall Holding, LLCIts Managing MemberBy:
    
    Lido Casino Resort Holding Company, LLCIts Managing MemberBy:
    
    Lido Intermediate Holding Company, LLCIts Managing MemberBy:
    
    Venetian Casino Resort, LLCIts Managing MemberBy:
    
    Las Vegas Sands, LLC
Its Managing MemberExecuting this Agreement as Senior Vice President and Chief
Financial Officer of the managing member of each of the foregoing persons on behalf of and so as to bind the persons named above under the caption GuarantorsBy:
    
    s/s Robert P. RozekName:
    
    Robert P. RozekTitle:
    
    Senior Vice President and Chief Financial Officer
  142




---



##### 



GUARANTORS:INTERFACE GROUP-NEVADA, INC.By:
    
    s/s Robert P. RozekName:
    
    Robert P. RozekTitle:
    
    Senior Vice President and Chief Financial OfficerSANDS PENNSYLVANIA, INC.By:
    
    s/s Robert P. RozekName:
    
    Robert P. RozekTitle:
    
    Senior Vice President and Chief Financial OfficerVENETIAN MARKETING, INC.By:
    
    s/s Robert P. RozekName:
    
    Robert P. RozekTitle:
    
    Senior Vice President and Chief Financial Officer
  143




---



##### 



GENERAL ELECTRIC CAPITALCORPORATION, asAdministrative Agent,Collateral Agent and a LenderBy:
    
    s/s Richard ONeillName:
    
    Richard ONeillTitle:
    
    Duly Authorized Signatory
  144




---



##### 



AIB DEBT MANAGEMENT LIMITED, as a LenderBy:
    
    s/s Martin S. ChinName:
    
    Martin ChinTitle:
    
    Senior Vice PresidentAIB DEBT MANAGEMENT LIMITED, as a LenderBy:
    
    s/s Albert PerezName:
    
    Albert PerezTitle:
    
    Vice President
  145




---



##### 



THE FOOTHILL GROUP, INC., as a LenderBy:
    
    s/s Richard Michael BohannonName:
    
    Richard Michael BohannonTitle:
    
    SVP
  146




---



##### 



CFT INVESTMENTS 1, LLC, as a LenderBy:
    
    SBF Funding, Inc., its Sole MemberBy:
    
    s/s David A. WardName:
    
    David A. WardTitle:
    
    President
  147




---



##### 



GE CAPITAL MARKETS, INC., as ArrangerBy:
    
    s/s David AvigdorName:
    
    David AvigdorTitle:
    
    Duly Authorized Signatory
 148