Exhibit 10.9
 THIS AGREEMENT
 Between
 (1)
    
    VENETIAN VENTURE DEVELOPMENT INTERMEDIATE IIwhose registered office is at c/o Walkers
Corporate Services Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9005,
Cayman Islands (the Issuer);
 (2)
    
    CITIBANK, N.A., LONDON BRANCHat its specified office at Citigroup Centre, 33 Canada Square,
Canary Wharf, London E14 5LB, United Kingdom as principal paying and exchange agent (the
Paying Agent, Exchange Agent, and the Principal Agentwhich expression shall, unless the
context otherwise requires, include its successors as such paying, exchange or principal
agent);
 (3)
    
    CITIGROUP GLOBAL MARKETS DEUTSCHLAND, AG & CO. KGaAat its specified office at Reuterweg 16,
60323 Frankfurt, Germany as registrar and transfer agent (the Transfer Agentand the
Registrar, which expression shall, unless the context otherwise requires, include its
successors as such transfer agent or registrar); and
 (4)
    
    CITICORP INTERNATIONAL LIMITEDat its registered office at 50th Floor, Citibank
Tower, Citibank Plaza, 3 Garden Road, Central, Hong Kong as trustee of the Bonds (which
expression shall, unless the context otherwise requires, include its successors as such
trustee).
  Bonds Shares Sands China
 Trust Deed
  NOW IT IS HEREBY AGREED
 1. DEFINITIONS
   Agents




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Business Day
 Certificates
 Notice
 Register
 successor
 2. APPOINTMENTS
  3. AUTHENTICATION; TRANSFER OF CERTIFICATES
 The Certificates:
  Transfer and Exchange:
 (a)
    
    Subject to compliance with the Conditions, the provisions of this Clause 3 and Exhibit C and
the consent of the Issuer (which consent shall not unreasonably be withheld, it being
understood that: (i) consent may not be withheld to a transfer by a Bondholder to one of its
Affiliates (except such consent may be
 
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withheld pursuant to sub-clause (ii) below) provided that such Affiliate remains an
Affiliate of such Bondholder after the transfer; and (ii) consent may be withheld with
respect to a transfer to any Person who or whose Affiliate is engaged in any business
activity that competes with the business of the Issuer and the Restricted Subsidiaries or
with respect to any transfer which would or might, in the reasonable opinion of the Issuer,
have a material adverse effect on the Issuers or any Restricted Subsidiarys ability to
comply with applicable gaming regulatory requirements), the holder of Bonds represented by
the Certificates may transfer such Bonds and the relevant Transfer Agent and the Registrar
shall register the transfer of Bonds represented by the Certificates in accordance with
Clauses 10 and 11 below.
 (b)
    
    If the holder of a Certificate wishes at any time to transfer the Bonds represented by such
Certificate (or any part thereof), such transfer shall be subject to the delivery to the
Registrar a transfer certificate in the form set out in Exhibit F (the Transfer Certificate)
duly executed by the transferor and (if applicable) the transferee of such Bonds. The
Registrar shall be entitled to require, prior to registering any such transfer of the Bonds,
such legal opinions, certifications and other information as the Registrar may reasonably
require.
 (c)
    
    Bonds represented by a Restricted Certificate may be transferred to a transferee who takes
delivery in the form of a Regulation S Certificate if the transferee and the transferor
represent in the Transfer Certificate that it is acquiring the Bonds for its own account in an
offshore transaction (within the meaning of Regulation S). Bonds represented by a Restricted
Certificate may be transferred to a transferee who takes delivery in the form of another
Restricted Certificate if either:
 (i)
    
    the transferor and the transferee first deliver to the Registrar
a Transfer Certificate duly executed by the transferor and the transferee to the
effect that:
 (A)
    
    the transferor represents that it reasonably believes the
transferee to be a QIB; and
 (B)
    
    the transferee represents that it is a QIB purchasing for
its own account or the account of another QIB in a transaction meeting the
requirements of Rule 144A; or
 (ii)
    
    the transferee represents that it is acquiring the Bonds pursuant
to an exemption from the registration requirements of the Securities Act other
than Rule 144A and provides information satisfactory to the Issuer (including,
without limitation, an opinion of counsel) confirming the availability of such
exemption.
 Closed Periods:
 
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4. PAYMENT BY THE ISSUER
 Payment to the Principal Agent:
 4.1.1
    
    on maturity or early redemption of any Bonds, for value by 12:00 noon (London time) at least
one Business Day prior to the redemption date thereof (or, in the case of the Bonds becoming
due and payable pursuant to Condition 10, forthwith upon being required by the Trustee to make
such payment) to an account specified by the Principal Agent, an amount sufficient (together
with any funds then held by the Principal Agent which are available for such purpose) to pay
the amounts due on redemption of all Bonds so to be redeemed (or the amount due pursuant to
Condition 10); and
 4.1.2
    
    for value by 12 noon (London time) at least one Business Day before the due date (to an
account specified by the Principal Agent) for the payment of interest or other sums payable in
respect of the Bonds in accordance with the Conditions (including any interest on the Bonds),
other than sums referred to in sub-Clause 4.1.1 above, an amount sufficient (together with any
funds then held by the Principal Agent which are available for such purpose) to pay interest
or other sums payable then becoming due on the outstanding Bonds.
  Notification of payment:
  Notification in the event of non-payment:
 
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5. PAYMENT BY THE AGENTS
 Payment:
 Reimbursements of Agents:
 Method of payment to Principal Agent:
 Surrender of Certificates to Paying Agents:
  
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Fees and expenses of the Agents:
 Agents of the Trustee:
 5.6.1
    
    act as agents of the Trustee under the Trust Deed and the Bonds on the terms provided in
this Agreement (with consequential amendments as necessary and save that the Trustees
liability for the indemnification, remuneration and all other expenses of the Agents shall be
limited to the amounts for the time being held by the Trustee in respect of the Bonds on the
terms of the Trust Deed) and thereafter to hold all Certificates and all moneys, documents and
records held by them in respect of the Bonds to the order of the Trustee; or
 5.6.2
    
    deliver all Certificates and all moneys, documents and records held by them in respect of
the Bonds to the Trustee or as the Trustee directs in such notice or subsequently, provided
that this Clause 5.6.2 shall not apply to any documents or records which the Principal Agent,
the Registrar or the relevant Agent is obliged not to release by any law or regulation to
which it is subject.
  Notices of change of the Trustee:
 6. EXCHANGE
 Exchange Duties of Exchange Agents:
 
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Exchange Notices:
 Certificates held by Exchange Agents:
 Notification by Exchange Agents:
 6.4.1
    
    As soon as practicable following deposit of a Certificate (if applicable) and Exchange
Notice (in duplicate) and payment of any required amount by the Issuer in accordance with
Clause 6.1, the Exchange Agent with which they were deposited shall verify that the Exchange
Notice (in duplicate) has been duly completed in relation to the Bonds, which are the subject
of the mandatory exchange, in accordance with its terms and purports to have been signed by or
on behalf of the Bondholder named therein and that the Exchange Notice is accompanied by all
Certificates (if applicable) to which it relates, and endorse the Exchange Notice to that
effect.
 6.4.2
    
    Immediately following receipt of the Exchange Notice (in duplicate) by an Exchange Agent
other than the Principal Agent and the fulfilment of the conditions in Clause 6.4.1, such
Exchange Agent shall:
 (i)
    
    send by facsimile transmission a copy of such Exchange Notice
(endorsed pursuant to Clause 6.4.1) to the Principal Agent and the Issuer;
 (ii)
    
    cancel forthwith upon the Exchange Date all Certificates
delivered with such Exchange Notice and despatch such cancelled Certificates
promptly (together with a certificate stating the identifying numbers of the
Bonds in respect of which the relevant Certificates have been delivered and the
identifying numbers of the relevant Certificates), to or to the order of the
Principal Agent or its designated agent, who shall destroy such cancelled
Certificates; and
 (iii)
    
    despatch as soon as practicable and in any event within three
(3) days after the Exchange Date, by post, the original Exchange Notice to the
Principal Agent.
 6.4.3
    
    Upon receipt of the Exchange Notice by the Principal Agent (either as a result of deposit of
the original by a exchanging Bondholder with the Principal
 
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Agent in its capacity as Exchange Agent or as a result of receipt of the facsimile of such
Exchange Notice pursuant to Clause 6.4.2(i) above) and fulfilment of the conditions in
Clause 6.4.1, the Principal Agent in its capacity as Exchange Agent shall as soon as
practicable and in any event no later than the Cut Off Time (as defined in Condition
6.2(iii)):
 (i)
    
    notify the Issuer by facsimile in the manner specified in Exhibit
B hereto (an Agent Exchange Notification), of the following (together with a
copy of the Exchange Notice(s) endorsed pursuant to Clause 6.4.1):
 (1)
    
    the total number, the aggregate principal amount and
the identifying certificate numbers of all Bonds deposited on the same
occasion by the same Bondholder which are to be exchanged;(2)
    
    the name and address of:
 i)
    
    the person in whose name the Shares
issuable upon exchange are to be registered; andii)
    
    the exchanging Bondholder;
 (3)
    
    the date on which the Exchange Notice is deposited and
the date on which the Certificate is surrendered to the Agent; and
 (4)
    
    the name and address of the person(s) to whom share
certificates are to be despatched (as provided by the Bondholder);
 (ii)
    
    (where the Exchange Agent with which the Certificate is deposited
is itself the Principal Agent) cancel forthwith upon the Exchange Date all
Certificates delivered with such Exchange Notice and procure the destruction of
such cancelled Certificates; and
 (iii)
    
    despatch as soon as practicable and in any event within five (5)
Business Days after:
 (1)
    
    where the original Exchange Notice is directly
deposited with the Principal Agent, the Exchange Date; or
 (2)
    
    where the original Exchange Notice is despatched to the
Principal Agent pursuant to Clause 6.4.2(iii), such date of receipt by the
Principal Agent,the original Exchange Notice to the Issuer.
 6.4.4
    
    Where an Exchange Notice is received which requires the Shares issuable on exchange of the
Bonds to which it relates to be dealt with in different ways for specified principal amounts
of Bonds, the Principal Agent receiving the
 
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Exchange Notice may, and if requested by the
Bondholder depositing the Exchange Notice,
shall, treat each specified principal amount of
Bonds as if it were subject to its own Exchange
Notice and prepare and send the details referred
to in Clause 6.4.3 separately for each such
specified principal amount (and, for the
avoidance of doubt so they are not aggregated
for the purpose of calculating the number of
Shares, or amount of other property, issuable on
exchange).
 Delivery by the Issuer:
   Issuer to provide Exchange Notice:
 Fees and Expenses of Exchange:
 Taxes and Duties
  
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7. EARLY REDEMPTION AND DEPOSIT OF CERTIFICATES
 Notice of Redemption:
 Redemption Notice:
 Redemption at the Option of the Bondholders and Redemption for Change of Control: Redemption Notices
 Effect of Notice of Redemption:
 
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Deposit of Redemption Price:
 Deposit of Certificates:
 8. CANCELLATION OF BONDS
 Cancellation by Agents:
 Cancelled Certificates:
 Certification of Payment Details:
 (a)
    
    the aggregate amounts paid in respect of Bonds redeemed or paid and cancelled;(b)
    
    the aggregate principal amount of Bonds exchanged and cancelled;(c)
    
    the identifying numbers and certificate numbers of such Bonds (if any); and(d)
    
    that such Bonds have been cancelled.
  Cancelled Certificates:
 
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Records:
 Identifying Numbers:
 9. ISSUE OF REPLACEMENT CERTIFICATES
 Stocks of Certificates:
 Replacement:
 Conditions of Replacement:
 9.3.1
    
    paid such costs, taxes and duties as may be incurred in connection therewith;
 
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9.3.2
    
    furnished the Registrar (directly or, if applicable, through the relevant Agent) with such
evidence (including evidence as to the identifying number of the Certificate in question if
known) and indemnity as the Issuer and the Registrar may reasonably require; and
 9.3.3
    
    surrendered to the Registrar (directly or, if applicable, through the relevant Agent) any
mutilated or defaced Certificate to be replaced.
 Cancellation of replaced Certificates:
 Notification:
 Records:
 Notice of presentation of replaced Certificates:
 10. DUTIES OF THE TRANSFER AGENTS IN RESPECT OF TRANSFERS
    
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11. DUTIES OF THE REGISTRAR
 The Register: Register
 11.1.1
    
    show the amount of Bonds and the date of issue and all subsequent transfers and changes of
ownership in respect thereof and the names and addresses of the holders of Bonds;
 11.1.2
    
    be made available, at all times during office hours upon reasonable notice being given to
the Registrar, to the Issuer, the Trustee, the other Agents or any person authorised by any of
them for inspection and (at the expense of the person making the request) for the taking of
copies thereof or extracts therefrom and the Registrar shall deliver to such persons all such
lists of holders of Bonds, their addresses, registered accounts, holdings and other details as
they may request; and
 11.1.3
    
    include a record of the identifying number allocated to each Bond and the identifying number
allocated to each Certificate which is issued. Each Certificate will carry the identifying
number of the Bond or Bonds in respect of which it is issued, as well as its own identifying
number.
  Transfers:
 (a)
    
    receive requests for the transfer of Bonds and will also receive Certificates deposited with
a Transfer Agent for transfer, effect the necessary entries, authenticate and issue new
Certificates in accordance with the Regulations referred to in Clause 13 and deliver the new
Certificate(s) to the relevant Agent; and
 
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(b)
    
    without prejudice to the generality of sub-clause (a) above, upon receipt of a request from a
Bondholder to transfer its Bonds pursuant to Condition 4.1 and the documents referred to in
Condition 4.1, within two Business Days (as defined in the Conditions) notify the Issuer in
writing of such request and the Registrar shall thereafter comply with its obligations under
Condition 4.1.
 Replacement:
 Residency and tax status:
 Place of Registrar and entries on Register:
 (a)
    
    provide the Issuer notice of any change in the place where the Register is kept within two
(2) Business Days after such change; and
 (b)
    
    transmit to the Issuer a copy of every entry in the Register within two (2) Business Days
after such entry is made.
 12. DOCUMENTS AND CERTIFICATES FOR THE REGISTRAR
 Supply of Certificates:
 Safekeeping of Certificates:
 Information:
 13. INFORMATION AND REGULATIONS CONCERNING THE BONDS
 Provision of information:
 Regulations:
 
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14. REMUNERATION
 Fees:
 Costs:
 Authentication Fees:
 No obligation to act:
 Distribution to Agents:
 Stamp duties:
 Obligations to survive:
 15. FUNDS HELD BY PRINCIPAL AGENT
 Repayment:
 
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Use of moneys:
 16. MISCELLANEOUS
 Publication of notices:
 Notices to the Trustee:
 Voting:
 No implicit duties:
 No agency or trust:
 Taking of advice:
 
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Reliance:
 Liability:
 Indemnity by the Issuer:
 Entitlement to treat holder as owner:
 Copies of documents:
 
 Page 18




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Acquisition of Bonds:
 Merger:
 Agents obligations:
 Illegality:
 Instruction in writing:
 No liability for interest:
 Delegations:
 
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Amendments and/or Modifications:
 Anti-Money Laundering and Terrorism: CitiGroup
 Force Majeure:
 17. CHANGES IN AGENTS
 Appointment and termination of appointment:
 17.1.1
    
    to the Trustee;
 17.1.2
    
    in the case of any Agent other than the Principal Agent, to the Principal Agent; and
 
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17.1.3
    
    to the Agent whose appointment is to be terminated, at least 30 days prior written notice
to that effect.
  Resignation:
 Delivery of Records by Principal Agent on Termination:
 
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Delivery of Records by Registrar on Termination:
 Delivery of Records by Agents on Termination:
 Change of Office:
 Additional Termination Events:
 18. NOTICES
   
 
 Page 22




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th
    
    
   th
 
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19. GOVERNING LAW AND JURISDICTION
 Governing Law:
 Third Party Rights:
 Jurisdiction:
 19.3.1
    
    The courts of England are to have non-exclusive jurisdiction to settle any disputes which
may arise out of or in connection with this Agreement, including, without limitation, disputes
relating to any non-contractual obligations arising out of or in connection with this
Agreement, and accordingly any legal action or proceedings arising out of or in connection
with this Agreement (Proceedings) may be brought in such courts. The parties to this Agreement
irrevocably submit for all purposes for or in connection with this Agreement to the
jurisdiction of the courts of England and waive any objection to Proceedings in such courts
whether on the ground of venue or on the ground that the Proceedings have been brought in an
inconvenient forum.
 19.3.2
    
    Nothing in this Clause 19 shall limit the right of any party to this Agreement to take
Proceedings against any other party in any other court of competent jurisdiction nor shall the
taking of Proceedings in one or more jurisdictions preclude any party from taking Proceedings
in any other jurisdiction, whether concurrently or not.
 Service of Process:
 
 Page 24




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20. COUNTERPARTS
  
 Page 25




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EXHIBIT A
 EXCHANGE NOTICE
 VENETIAN VENTURE DEVELOPMENT INTERMEDIATE II
 US$600,000,000 Exchangeable Bonds due 2014 (the Bonds )
  Name (or Contact Person):
    
    Date:Address:
    
    Tel No.Fax No.Email address:(*delete as appropriate)
  To:
    
    Citibank, N.A., London Branch
1 North Wall Quay
Dublin 1
Ireland
 Attention:     Agency & Trust
Fax No.:         +353 1 622 2202
 cc:
    
    Venetian Venture Development Intermediate II (the Issuer)
 Shares
 1.
    
    Total principal amount, number and identifying and certificate numbers of Bonds to be
exchanged:Total principal amount:Total number of Bonds:Identifying numbers of Bonds:
 
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Identifying numbers of Certificates
deposited in respect of Bonds to be exchanged:
  2.
    
    Name(s) and address(es) of person(s) in whose name(s) the Shares required to be delivered on
exchange are to be registered (who shall either be the Bondholder itself or its nominee or
trustee (with evidence thereof being provided to the reasonable satisfaction of the Issuer)
and no other person):Name:Address:Telephone Number:Fax Number:
 3.
    
    I/We hereby request that [I/We or my/our nominee or trustee be registered as holder(s) of the
relevant number of Shares in the register of shareholders of Sands China Ltd.] [the Shares be
delivered to, and registered in the name of the depositary for credit to the securities
account specified below] and [the certificates for the Shares together with] any [other]
securities or property required to be delivered upon exchange, be despatched by ordinary post
(at my/our risk and expense) to the person whose name, contact person, telephone numbers, fax
number and address is given below and, in each case, in the manner specified below:Name:Contact Person:Address:[Securities Account Details:Securities Account Name:

]Telephone Number/Fax Number:Manner of despatch:The Certificate in respect of the Bonds to be exchanged hereby accompanies this Exchange
Notice.Name:Address:
 
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Regulation S
   (i)
    
    This Exchange Notice will be void unless the introductory details and Sections 1 to 3 are
completed.
 (ii)
    
    Your attention is drawn to Condition 6 of the Bonds with respect to the conditions precedent
which must be fulfilled before the Bonds specified above will be treated as effectively
eligible for exchange.
 (iii)
    
    Despatch of share certificates or other securities or property will be made at the risk and
expense of the exchanging Bondholder and the exchanging Bondholder will be required to submit
any necessary documents required in order to effect despatch in the manner specified.
  1
    
    (A) Bond exchange identification reference:
 (B)
    
    Date on which the Exchange Notice is deposited with (and, if applicable,
Certificate is surrendered to) the Agent:(C)
    
    Exchange Date:(D)
    
    Date of deposit of Exchange Notice:
 2
    
    Aggregate principal amount of Bonds in respect of which Certificates have been deposited for
exchange:
   
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EXHIBIT B
 AGENT EXCHANGE NOTIFICATION
 Form of notification to be sent by facsimile transmission by the Principal Agent
 VENETIAN VENTURE DEVELOPMENT INTERMEDIATE II
 US$600,000,000 Exchangeable Bonds Due 2014 (the Bonds )
 To:
    
    Venetian Venture Development Intermediate II (the Issuer) (attention: Ms. Bonnie Bruce)
Bonds exchange identification reference: Venetian Venture Development Intermediate II
US$600,000,000 Exchangeable Bonds Due 2014
         
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(A)
    
    =
    
    name and address of exchanging holder of the Bonds;(B)
    
    =
    
    total number and the aggregate principal amount of Bonds in
respect of which a Certificate has been deposited by the same
holder of the Bonds;(C)
    
    =
    
    identifying and Certificate numbers of the Bonds;(D)
    
    =
    
    name(s) and address(es) of person(s) in whose name(s) the
Shares issuable upon exchange are to be registered;(E)
    
    =
    
    the date on which the Exchange Notice is deposited with the
Agent, and the date on which the Certificate is surrendered
to the Agent; and(F)
    
    =
    
    name and address of person to whom share certificates are to
be despatched or details of securities account into which the
Shares issuable upon exchange are to be deposited (in each
case, as provided by the Bondholder).
 
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EXHIBIT C
 REGULATIONS CONCERNING THE TRANSFER AND REGISTRATION
 OF BONDS
  transferor
      
 Page 31




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Page 32




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EXHIBIT D
 FORM OF REDEMPTION NOTICE
 VENETIAN VENTURE DEVELOPMENT INTERMEDIATE II (the Issuer )
 US$600,000,000 Exchangeable Bonds due 2014 (the Bonds )
  
 
 
      
  
 
  
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(1)
    
    This Redemption Notice is not valid unless all of the paragraphs requiring completion are
duly completed.
 (3)
    
    The Agent with whom Certificates are deposited will not in any circumstances be liable to the
depositing Bondholder or any other person for any loss or damage arising from any act, default
or omission of such Agent in relation to such Certificates or any of them unless the loss or
damage was caused by the wilful misconduct, wilful default, gross negligence, fraud or bad
faith of such Agent or its directors, officers or employees or agents.
 (4)
    
    Terms used in this Redemption Notice and not otherwise defined have the meanings given to
them in the paying, exchange and transfer agency agreement dated 4 September 2009 between,
among others, the Issuer and Citibank, N.A., London Branch as principal agent.
 
 Page 34




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EXHIBIT E
 NOTIFICATION FROM ISSUER
 VENETIAN VENTURE DEVELOPMENT INTERMEDIATE II
 US$600,000,000 Exchangeable Bonds Due 2014 (the Bonds )
 To:
    
    Citibank, N.A., London Branch, as Exchange Agent
 1 North Wall Quay
Dublin 1
Ireland
 Attention:       Agency & Trust
Fax:                +353 1 622 2202
 Cc:
    
    Citibank, N.A., Hong Kong Branch
 39th Floor, ICBC Tower
Citibank Plaza
3 Garden Road
Central Hong Kong
 Attention:       Agency & Trust
 Fax No.:           +852 2868 8048
       
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##### 



Explanation
  (A)
    
    =
    
    the identity of the Exchange Agent who forwarded the copy of
the Exchange Notice in respect of the Bonds that have been
exchanged;(B)
    
    =
    
    number of Shares (excluding fractions) deliverable to such
holder of the Bonds upon exchange;(C)
    
    =
    
    the Exchange Date and the Exchange Price; and(D)
    
    =
    
    name and address of person to whom share certificates are to
be dispatched or details of securities account into which the
Shares issuable upon exchange are to be deposited (in each
case, as provided by the Bondholder).
 
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EXHIBIT F
 TRANSFER CERTIFICATE
 VENETIAN VENTURE DEVELOPMENT INTERMEDIATE II
 US$600,000,000 Exchangeable Bonds Due 2014 (the Bonds )
  name of transferee
 (a)
    
    [the transfer is being made in an offshore transaction (within the meaning of Regulation S)
and acknowledges that the Issuer and others will rely upon the truth and accuracy of such
certification.]1
 (b)
    
    [the transferor and any person acting on its behalf reasonably believes that the transferee
is a qualified institutional buyer (as defined in Rule 144A) (a QIB) purchasing for its own
account or for the account of another QIB.]2
 (c)
    
    [the transferor and transferee are relying on an exemption from the registration requirements
of the Securities Act other than Rule 144A.]3
  holder
   
 1
    
    To be inserted if the transferee takes delivery in the
form of a Regulation S.2
    
    To be inserted if the transferor and transferee are
relying on the exemption from the registration requirements of the Securities
Act provided by Rule 144A.3
    
    To be inserted if the transferor and transferee are
relying on an exemption from the registration requirements of the
Securities Act other than Rule 144A. 
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Signature must be guaranteed
    
    
    
    Signature
 STAMP
 
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Regulation S 4
 QIB New
Shares 5
  
 4
    
    To be inserted if the transferee takes delivery in the
form of a Regulation S.5
    
    To be inserted if the transferor and transferee are
relying on the exemption from the registration requirements of the Securities
Act provided by Rule 144A. 
 Page 39




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6 New
Shares 7
 name of transferee
   
 6
    
    To include such information as may be requested by the
Issuer, including, without limitation, an opinion of counsel.7
    
    To be inserted if the transferor and transferee are
relying on an exemption from the registration requirements of the
Securities Act other than Rule 144A. 
 Page 40




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IN WITNESS
 VENETIAN VENTURE DEVELOPMENT INTERMEDIATE II Issuer
 By:
    /s/ Michael A. LevenName:
    Michael A. LevenTitle:
    Director




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##### 



CITIBANK, N.A., LONDON BRANCH Principal Agent, Paying Agent Exchange Agent
 By:
    /s/ Terence YeungTerence YeungVice President




---



##### 



CITIGROUP GLOBAL MARKETS DEUTSCHLAND, AG & CO. KGaA Registrar Transfer Agent
 By:
    /s/ S. RoosS. RoosAssistant Manager




---



##### 



CITICORP INTERNATIONAL LIMITED Trustee
 By:
    /s/ Terence YeungTerence YeungVice President




---



##### 



EXECUTION VERSION
 4 September 2009
 VENETIAN VENTURE DEVELOPMENT INTERMEDIATE II
as Issuer
 CITIBANK, N.A., LONDON BRANCH
as Principal Agent, Paying Agent and Exchange Agent
 CITIGROUP GLOBAL MARKETS DEUTSCHLAND, AG & CO. KGaA
as Registrar and Transfer Agent
 CITICORP INTERNATIONAL LIMITED  Trustee
 PAYING, EXCHANGE AND TRANSFER
AGENCY AGREEMENT
relating to
US$600,000,000 Exchangeable Bonds due 2014




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##### 



CONTENTS
 CLAUSE
    
    PAGE1. DEFINITIONS
    
    
    12. APPOINTMENTS
    
    
    23. AUTHENTICATION; TRANSFER OF CERTIFICATES
    
    
    24. PAYMENT BY THE ISSUER
    
    
    45. PAYMENT BY THE AGENTS
    
    
    56. EXCHANGE
    
    
    67. EARLY REDEMPTION AND DEPOSIT OF CERTIFICATES
    
    
    108. CANCELLATION OF BONDS
    
    
    119. ISSUE OF REPLACEMENT CERTIFICATES
    
    
    1210. DUTIES OF THE TRANSFER AGENTS IN RESPECT OF TRANSFERS
    
    
    1311. DUTIES OF THE REGISTRAR
    
    
    1412. DOCUMENTS AND CERTIFICATES FOR THE REGISTRAR
    
    
    1513. INFORMATION AND REGULATIONS CONCERNING THE BONDS
    
    
    1514. REMUNERATION
    
    
    1615. FUNDS HELD BY PRINCIPAL AGENT
    
    
    1616. MISCELLANEOUS
    
    
    1717. CHANGES IN AGENTS
    
    
    2018. NOTICES
    
    
    2219. GOVERNING LAW AND JURISDICTION
    
    
    2420. COUNTERPARTS
    
    
    25EXHIBIT A EXCHANGE NOTICE
    
    
    26EXHIBIT B AGENT EXCHANGE NOTIFICATION
    
    
    29EXHIBIT C REGULATIONS CONCERNING THE TRANSFER AND REGISTRATION OF BONDS
    
    
    31EXHIBIT D FORM OF REDEMPTION NOTICE
    
    
    33EXHIBIT E NOTIFICATION FROM ISSUER
    
    
    35EXHIBIT F TRANSFER CERTIFICATE
    
    
    37
 
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