Exhibit 10.11
 THIS AGREEMENT
 Between:
 (1)
    
    VENETIAN VENTURE DEVELOPMENT INTERMEDIATE II(the Issuer); and(2)
    
    GOLDMAN SACHS (ASIA) L.L.C.(the Placement Agent).
 WHEREAS:
 Bonds Shares Sands China
 Regulation
S Securities Act Offering
 Trust Deed inter alios Trustee Terms and Conditions Paying and Exchange Agency Agreement inter alios Paying Agents
 Subordinated Creditors Deed of Subordination




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Contracts
 Warrants
  1. Issue and Placing of the Bonds
 Bonds Placing:
 (a)
    
    Subject as provided herein, the Issuer, relying on the representations and undertakings of
the Placement Agent set forth herein, agrees to issue the Bonds and to procure that the Bonds
will be validly issued in a form complying with the requirements of the Trust Deed and the
Terms and Conditions, and the Issuer appoints the Placement Agent as its agent to use its
reasonable endeavours to locate subscribers for the Bonds at an issue price of 100% of the
principal amount of the Bonds less the Placement Fee (as defined in Clause 5) and expenses
referred to in Clause 6.
 (b)
    
    In addition, the Issuer appoints the Placement Agent to act as its settlement agent with
respect to the issuance of the Bonds. The Placement Agent, relying on the representations,
warranties and undertakings of the Issuer contained herein, accepts such appointment on the
terms and conditions set out in this Agreement. The Issuer confers on the Placement Agent all
powers, authorities and discretions on its behalf which are reasonably necessary for, or
reasonably incidental to, its appointment and such placing of the Bonds. The Issuer agrees to
ratify and confirm everything (other than acts of fraud, gross negligence, bad faith, wilful
default or wilful misconduct of which the Placement Agent is guilty of as determined by a
court of final appeal) the Placement Agent shall lawfully do or has done pursuant to or in
anticipation of such appointment. It is acknowledged and agreed by the Issuer that none of
the Placement Agent and its Affiliates (as defined in the Terms and Conditions) is under any
obligation to subscribe for or purchase the Bonds and that no guarantee or representation
whatsoever has been given or implied by the Placement Agent that the Bonds may be placed.
 The Contracts:
 Stabilisation:
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Publicity:
 Conditions:
 Additional Definitions:
 Material Adverse Effect
 (a)
    
    a material adverse effect on the condition (financial or otherwise), results of operations,
general affairs or properties of the Issuer and its Material Subsidiaries taken as a whole; or
 (b)
    
    any condition or effect which materially and adversely affects the ability of the Issuer or
any Subsidiary of the Issuer party to a Contract to perform their respective obligations under
the Contracts or the Bonds.
 Material Subsidiaries
 (a)
    
    each Restricted Subsidiary; and(b)
    
    each other Subsidiary of the Issuer:
 (i)
    
    whose profits from ordinary activities before taxation (pre-tax profit) or
(in the case of a Subsidiary which itself has Subsidiaries) consolidated pre-tax
profit, as shown by its latest audited income statement prepared in accordance with
GAAP, are at least five per cent. of the consolidated pre-tax profit as shown by the
latest audited consolidated income statement of the Issuer and its Subsidiaries
prepared in accordance with GAAP, including, for the avoidance of doubt, the Issuer
and its consolidated Subsidiaries share of profits of entities not consolidated and
of jointly controlled entities and after adjustments for minority interests;
 (ii)
    
    whose gross assets or (in the case of a Subsidiary which itself has
Subsidiaries) gross consolidated assets, as shown by its latest audited balance sheet
prepared in accordance with GAAP, are at least five per cent. of the amount which
equals the amount included in the consolidated gross assets of the Issuer and its
Subsidiaries as shown by the latest audited consolidated balance sheet of the Issuer
and its Subsidiaries prepared in accordance with GAAP including, for the avoidance of
doubt, the investment of the Issuer in each entity whose
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accounts are not consolidated with the consolidated audited accounts of the Issuer
and after adjustment for minority interests; or
 (iii)
    
    whose revenues or (in the case of a Subsidiary which itself has
Subsidiaries) consolidated revenues, as shown by its latest audited income statement
prepared in accordance with GAAP, are at least five per cent. of the consolidated
revenues as shown by the latest published audited consolidated income statement of the
Issuer and its Subsidiaries prepared in accordance with GAAP including, for the
avoidance of doubt, the Issuer and its consolidated Subsidiaries share of revenues of
entities not consolidated and of jointly controlled entities and after adjustments for
minority interests,
 provided that, in relation to paragraphs (i) to (iii) above:
 (A)
    
    in the case of a corporation or other business entity which became a
Subsidiary after the end of the financial period to which the latest consolidated
audited accounts of the Issuer relate, the reference to the then latest consolidated
audited accounts of the Issuer for the purposes of the calculation above shall be
deemed to be a reference to the then latest consolidated audited accounts of the
Issuer adjusted to consolidate the latest audited accounts (consolidated in the case
of a Subsidiary which itself has Subsidiaries) of such Subsidiary in such accounts;
 (B)
    
    in relation to the Issuer or any Subsidiary which itself has Subsidiaries no
consolidated accounts have been prepared and audited, gross assets of the Issuer
and/or any such Subsidiary shall be determined on the basis of pro forma consolidated
accounts prepared for this purpose by the Issuer in accordance with GAAP;
 (C)
    
    in relation to any Subsidiary no accounts have been audited, its gross assets
(consolidated, if appropriate) shall be determined on the basis of pro forma accounts
(consolidated, if appropriate) of the relevant Subsidiary prepared for this purpose by
the Issuer in accordance with GAAP; and
 (D)
    
    if the accounts of any Subsidiary (not being a Subsidiary referred to in
proviso (A) above) are not consolidated with those of the Issuer, then the
determination of whether or not such Subsidiary is a Material Subsidiary shall be
based on a pro forma consolidation of its accounts (consolidated, if appropriate) with
the consolidated accounts (determined on the basis of the foregoing) of the Issuer.
 Restricted Subsidiaries
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2. Listing
 Hong Kong Stock Exchange
 3. Representations, Warranties and Indemnity
  (a)
    
    Organisation, power and authority:
 (i)
    
    each of the Issuer and the Material Subsidiaries:
 (A)
    
    is a company duly organised and validly existing under the
laws of its jurisdiction of organisation;
 (B)
    
    is not in liquidation or receivership or subject to any
event which under the laws of any relevant jurisdiction has a similar or
analogous effect to a liquidation or receivership;
 (C)
    
    has full power and authority to own its properties and to
conduct its business as currently conducted;
 (D)
    
    is lawfully qualified to do business in those jurisdictions
in which business is conducted by it (including registration of each Material
Subsidiary that is a Macau company with the Companies Register of Macau SAR);
and
 (E)
    
    has obtained all material authorisations and licenses to
enter into Contracts to which it is a party and perform its obligations under
such Contracts, and, to the best knowledge of the Issuer and its Material
Subsidiaries, there is no reason why any such authorisation or license should
be withdrawn, suspended, revoked or cancelled,
 and there has been no petition filed, order made or effective resolution passed
for the liquidation or winding up of the Issuer or any Material Subsidiary;
 (ii)
    
    each of the Issuer and the Subsidiaries of the Issuer has (or
will, prior to the execution of such Contract, have) full power and authority to
enter into and perform its obligations under each Contract to which it is a
party; and
 (iii)
    
    the memorandum and articles of association, shareholders
agreements (if any) and other constitutional documents of the Issuer and each
Material Subsidiary are effective and have not been
superseded and all
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legal and procedural requirements concerning the adoption of
such memorandum and articles of association, shareholders agreements and
constitutional documents have been duly and properly complied with in all material
respects;
 (b)
    
    Validity of Contracts:this Agreement has been duly authorised, executed and delivered by the
Issuer and constitutes, and the other Contracts have been duly authorised by each of the
Issuer and each Subsidiary of the Issuer party thereto, as applicable, and upon execution and
delivery prior to or on the Closing Date will constitute, valid and legally binding
obligations of the Issuer and each such Subsidiary of the Issuer party thereto enforceable in
accordance with their terms except as enforcement may be limited by insolvency, bankruptcy,
administration, reorganisation, liquidation or similar laws having general applicability to
creditors of the Issuer or each such Subsidiary of the Issuer;
 (c)
    
    Validity of the Bonds and the Warrants:without prejudice to Clause 3.1(b) above:
 (i)
    
    the Bonds and the Warrants and the Offering of the Bonds
contemplated by this Agreement have been duly authorised by the Issuer; and
 (ii)
    
    the Bonds and Warrants, when duly executed, issued, delivered and
(in respect of the Bonds) authenticated, in accordance with this Agreement, the
Trust Deed, the Agency Agreement and (in respect of the Warrants) the Terms and
Conditions, the Bonds and the Warrants will constitute valid and legally binding
obligations of the Issuer enforceable in accordance with their terms except as
enforcement may be limited by insolvency, bankruptcy, administration,
reorganisation, liquidation or similar laws having general applicability to
creditors of the Issuer;
 (d)
    
    Status:the Bonds (when issued) will constitute direct, senior, unconditional, unsecured and
unsubordinated obligations of the Issuer and will at all times rank at least pari passu
without any preference among themselves and with all other present and future direct,
unconditional, unsecured and unsubordinated obligations of the Issuer other than those
preferred by statute or applicable law;
 (e)
    
    Authorised Share Capital:Sands China has or, prior to the date of the Qualified IPO will
have, sufficient authorised but unissued share capital to satisfy the issue of such number of
Shares as would be required to be issued either (x) on exchange of all the Bonds upon the
occurrence of a Qualified IPO or (y) upon the exercise of the Warrants (if any) issued in
accordance with Condition 8.2 of the Terms and Conditions (in either case, the New Shares);
 (f)
    
    New Shares:the New Shares have or, immediately prior to the date of the Qualified IPO will
have, been duly authorised by Sands China, and when
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issued and delivered in the manner contemplated by the Bonds and the Trust Deed:
 (i)
    
    will be duly and validly issued, fully-paid or credited as
fully-paid and non-assessable;
 (ii)
    
    will rank pari passuand carry the same rights and privileges in
all respects as any other class of share capital of Sands China then outstanding
and shall be entitled to all dividends and other distributions declared, paid or
made thereon; and
 (iii)
    
    will be freely transferable, free and clear of all Liens;
 (g)
    
    Pre-emptive Rights and Options:the issue of the New Shares will not be subject to any
pre-emptive or similar rights;
 (h)
    
    Restrictions:subject to:
 (i)
    
    the right of the directors of Sands China to decline to register
a transfer of Shares (which right shall be removed on or prior to the Qualified
IPO); and
 (ii)
    
    the statutory limitation that dividends may only be paid by Sands
China out of profits or share premium at a time when Sands China is solvent,
 there are no restrictions applicable to the Shares generally upon the voting or transfer of
any of the Shares, the payments of dividends or the making of any other distribution with
respect to the Shares under Cayman Islands law, pursuant to the memorandum and articles of
association of Sands China or pursuant to any agreement or other instrument to which Sands
China, the Issuer or any other Subsidiary of the Issuer is a party or by which it may be
bound;
 (i)
    
    Capitalisation:
 (i)
    
    the particulars of the issued share capital and other corporate
details of the Issuer and each Material Subsidiary set out in Schedule 4 are a
true, complete and correct description of the share capital and such corporate
details of the Issuer and each Material Subsidiary on the date hereof and on the
Closing Date except that, prior to the date of Qualified IPO, all of the shares
of Venetian Venture Development Intermediate Limited held by the Issuer will be
transferred to Sands China;
 (ii)
    
    the issued shares and equity interests of each of the Issuer and
the Material Subsidiaries are duly authorised, validly issued, fully paid or
credited as fully-paid and non-assessable;
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(iii)
    
    the shares of the Issuer are owned directly by Venetian Venture
Development Intermediate I, free and clear of all Liens, restrictions on voting
or transfer or claims of any third party; and
 (iv)
    
    all shares owned directly or indirectly by the Issuer, are owned
free and clear of all Liens, restrictions on voting or transfer or claims of any
third party other than any security interests created in favour of the lenders
under the Credit Agreement (as defined in the Terms and Conditions) and the
HK$1,209,000,000 Dual Currency Term Secured Facility Agreement between, among
others, Cotai Waterjets (Macau) Limited and Banco Nacional Ultramarino S.A. (the
Ferry Loan Agreement);
 (j)
    
    Business:the Issuer and each of the Restricted Subsidiaries are engaged only in the
businesses permitted to be engaged pursuant to Condition 3.9 of the Terms and Conditions;
 (k)
    
    Laws: the Issuer and each Material Subsidiary is in compliance with and will comply with all
applicable laws and regulations, save for any such non-compliance that would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect;
 (l)
    
    Consents:no action or thing in relation to any governmental agency or body (including,
without limitation, the government of Macau SAR and any gaming authority) is required to be
taken, fulfilled or done (including, without limitation, the obtaining of any consent,
approval, authorisations, orders or license (whether required under the Gaming Concession
Contract, the Gaming Concession Guaranty, the Gaming License and the Land Concession Contracts
or otherwise), or the making of any filing or registration) for the execution and delivery of
the Contracts, the issue of the Bonds, the issue of the Warrants (if any), the issue of the
New Shares on exchange of the Bonds or exercise of the Warrants, as the case may be, and any
such action or thing or filing or registration to the extent required in relation to the
carrying out of the other transactions contemplated by the Contracts and the Bonds, or the
compliance by the Issuer or any of its Subsidiaries or any other Subordinated Creditor with
the terms of the Bonds and the Contracts, will be taken, fulfilled or done as and when
necessary;
 (m)
    
    Compliance:the execution and delivery of the Contracts, the issue, execution, authentication
(where appropriate) and delivery of the Bonds and their Offering on the terms and conditions
set out in this Agreement, the issue of the Warrants (if any), the issue of the New Shares on
exchange of the Bonds or exercise of the Warrants, the carrying out of the other transactions
contemplated by the Contracts and the Bonds and compliance with their terms do not and will
not:
 (i)
    
    conflict with or result in a breach of any of the terms or
provisions of, or constitute a default under the Credit Agreement (and its
related security and guarantee documents), the Ferry Loan Agreement (and its
related security and guarantee documents) the documents constituting
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the Issuer or any Material Subsidiary (as applicable) or
any other material indenture or other trust deed or mortgage or other material
agreement or instrument to which the Issuer or any Material Subsidiary (as
applicable) is a party or by which any of their respective properties are bound;
or
 (ii)
    
    infringe any existing applicable law, rule, regulation, judgment,
order or decree of any government, governmental body or court, domestic or
foreign, having jurisdiction over the Issuer or any Material Subsidiary or any
of their respective properties (including such obligations pursuant to the
Gaming Concession Contract, the Gaming Concession Consent, the Gaming Concession
Guaranty, the Gaming License and the Land Concession Contracts);
 (iii)
    
    infringe any existing rules of the Hong Kong Stock Exchange
applicable to or binding upon the Issuer or any Material Subsidiary; or
 (iv)
    
    result in or require the creation or imposition of any Lien upon
any of the properties or assets of the Issuer or any Material Subsidiary,
 except, in respect of sub-paragraph (i) or (ii) above only, where such breach or default
would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect;
 Financial Statements:
 (i)
    
    the audited consolidated financial statements of Venetian Macau
Limited, its Subsidiaries, Cotai Waterjets (HK) Limited and Cotai Jet Holdings
(II) Limited (together, the VML Group, and each of them, a VML Group Member) for
the three years ended 31 December 2008 and the unaudited consolidated financial
statements of the VML Group for the six months ended 30 June 2009 provided to
the Placement Agent:
 (A)
    
    were prepared in accordance with GAAP, which was
consistently applied, and pursuant to the relevant laws of each relevant
jurisdiction of incorporation of each VML Group Member;
 (B)
    
    present a true and fair view of the financial position of
the VML Group as at such dates, and the results of operations and changes in
financial position of the VML Group for the periods in respect of which they
have been prepared;
 (C)
    
    in the case of the unaudited consolidated financial
statements of the VML Group for the six months ended 30 June 2009, have been
prepared and presented on a basis consistent with the accounting policies
normally adopted by the VML Group and applied in preparing the audited
consolidated financial statements of the VML Group;
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(D)
    
    do not include transactions not normally undertaken by the
relevant member of the VML Group (save as disclosed in the said relevant
financial statements); and
 (E)
    
    disclose all material off-balance sheet transactions,
arrangements, and obligations;
 (ii)
    
    since the date of the last audited consolidated financial
statements of the VML Group:
 (A)
    
    there has been no change (nor any development or event
reasonably likely involving a change of which the Issuer is, or might
reasonably be expected to be, aware) which is materially adverse to the
condition (financial or other), results of operations or general affairs of
the VML Group or the Issuer and the Material Subsidiaries taken as a whole;
 (B)
    
    the Issuer and its Material Subsidiaries, including the VML
Group Members, have carried on their business in the ordinary and usual
course so as to maintain themselves as a going concern;
 (C)
    
    none of the Issuer and its Material Subsidiaries, including
the VML Group Members, have incurred or become subject to any material
liability or obligation except liabilities and obligations incurred under
contracts entered into in the ordinary course of business; and
 (D)
    
    no further material liability for taxation has arisen, or
shall arise, otherwise than as a result of activities in the ordinary course
of business of the Issuer and its Material Subsidiaries, including the VML
Group Members;
 (o)
    
    Accounting Controls:the Issuer and each of its Material Subsidiaries maintains a system of
internal accounting controls sufficient to provide reasonable assurances that:
 (i)
    
    transactions are executed in accordance with managements general
or specific authorisations;
 (ii)
    
    transactions are recorded as necessary to permit preparation of
financial statements in conformity with GAAP and the applicable laws of the
respective jurisdictions of incorporation of the Issuer and its Material
Subsidiaries and to maintain asset accountability;
 (iii)
    
    access to assets is permitted only in accordance with
managements general or specific authorisation;
 (iv)
    
    the recorded accountability for assets is compared with the
existing assets at reasonable intervals and appropriate action is taken with
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respect to any differences in accordance with the requirements of the U.S.
Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations
promulgated thereunder (the FCPA) and relevant local law;
 (v)
    
    the Issuer and each of its Material Subsidiaries have made and
kept books, records and accounts which, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of assets of such entities and
provide a sufficient basis for the preparation of the Issuers consolidated
financial statements in accordance with GAAP and the applicable laws of the
respective jurisdictions of incorporation of the Issuer and each of its Material
Subsidiaries; and
 (vi)
    
    the current management information and accounting control system
of the Issuer and its Material Subsidiaries (other than for those Material
Subsidiaries formed within the past 12 months) has been in operation for at
least 12 months during which time none of the Issuer and its Material
Subsidiaries have experienced any material difficulties with regard to (i)
through (v) above;
 (p)
    
    Contingent and Other Liabilities:there are no outstanding guarantees or contingent payment
obligations in respect of Indebtedness of third parties other than the Issuer and its Material
Subsidiaries, liability for taxes, long-term lease or forward or long-term commitments of the
Issuer or its Material Subsidiaries except as disclosed in the financial statements referred
to in Clause 3.1(n); each of the Issuer and its Material Subsidiaries is, in all material
respects, in compliance with all of its obligations under any outstanding guarantees or
contingent payment obligations, taxes, long-term lease or forward or long-term commitments as
described in such financial statements, except for any such non-compliance that would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
 (q)
    
    Liquidity and Capital Resources:none of the Issuer and its Material Subsidiaries has any
material relationships with unconsolidated entities (such as structured finance entities and
special purpose entities) that restrict or limit the ability of the Issuer or any Material
Subsidiary to transfer assets or have access to assets which relationships are reasonably
likely to have a material effect on the liquidity of the Issuer or any Material Subsidiary or
the availability thereof or the requirements of the Issuer or any Material Subsidiary for
capital resources, in each case, other than the Credit Agreement, the Ferry Loan Agreement and
their related security documents and guarantees;
 (r)
    
    Auditors:PricewaterhouseCoopers LLP, who audited the financial statements of the VML Group
for the three years ended 31 December 2008 and the notes thereto and delivered an audit report
thereon, are independent reporting accountants with respect to the VML Group and there is no
audit qualification on any audited financial statements of the VML Group;
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(s)
    
    Property:the Issuer and its Material Subsidiaries have (I) save as otherwise disclosed in
the financial statements referred to in Clause 3.1(n) and the notes thereto, marketable title
to (in the case of interests in real property), (II) valid leasehold interests in (in the case
of leasehold interests in real or personal property) and (III) good title to (in the case of
all personal property), all of their respective material properties and assets reflected in
the financial statements referred to in Clause 3.1(n) (the Property), except for assets
disposed of since the financial statements referred to in Clause 3.1(n) in the ordinary course
of business of the Issuer or any Material Subsidiary. Except as permitted by the Credit
Agreement, the Ferry Loan Agreement, the related security documents and guarantees of the
Credit Agreement and the Ferry Loan Agreement, all such properties and assets are held free
and clear of Liens;
 (t)
    
    Approvals:the Issuer and its Material Subsidiaries possess all valid certificates, consents,
permissions (including planning permissions), authorities, filings, licenses, approvals,
registrations or permits (the Approvals) issued by appropriate governmental agencies or bodies
necessary to conduct the business now operated by them (or where the lack of any such
Approvals would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect) and have not received any notice of proceedings relating to the
revocation or modification of any such Approvals that, if determined adversely to the Issuer
or any Material Subsidiary, would individually or in the aggregate reasonably be expected to
have a Material Adverse Effect;
 (u)
    
    Payment of Taxes:
 (i)
    
    the Issuer and its Material Subsidiaries have duly filed on time
all tax returns that are required to be filed in all jurisdictions or have duly
requested extensions thereof and have paid all taxes required to be paid by any
of them in all jurisdictions and any related assessments, fines or penalties, to
the extent any of the foregoing is due and payable, except for any such tax,
assessment, fine or penalty that is being contested in good faith and by
appropriate proceedings or where the failure to file or make payment would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect; and adequate charges, accruals, provisions and reserves have
been provided for in the financial statements referred to in Clause 3.1(n) in
respect of all taxes for all periods as to which the tax liability of the Issuer
or any Material Subsidiary has not been finally determined or remains open to
examination by the applicable taxing authority;
 (ii)
    
    each of the Issuer and its Material Subsidiaries has made all
deductions and withholdings in respect, or on account, of any tax from any
payments made by it which it is obliged or entitled to make and has duly
accounted in full to the appropriate authority for all amounts so deducted or
withheld or where the failure to make such deductions and
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withholdings would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect;
 (iii)
    
    none of the Issuer and its Material Subsidiaries has entered
into or been engaged in or been a party to any transaction which is artificial
or fictitious or any transaction or series of transactions or scheme or
arrangement of which the main or dominant purpose or one of the main or dominant
purposes was the avoidance or deferral of or reduction in the liability to tax
of such person;
 (iv)
    
    all exemptions, reductions and rebates of taxes granted to the
Issuer and its Material Subsidiaries by any governmental authority or taxing
authority are in full force and effect and have not been terminated and the
transactions contemplated under the Contracts will not, and, to the best
knowledge of the Issuer and its Material Subsidiaries, there is no other
circumstance or event that will, result in any such exemption, reduction or
rebate being cancelled or terminated, whether retroactively or for the future,
other than termination upon expiration, or where such termination or
cancellation would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect;
 (v)
    
    full provision or reserve has been made in the financial
statements referred to in Clause 3.1(n) above for all taxes, including deferred
or provisional taxation in respect of the accounting period ended on or before
the dates of such financial statements for which the VML Group was then or might
at any time thereafter become or has become liable including (without
limitation) taxes or where the failure to make such provision or reserve would
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect; and
 (vi)
    
    none of the Issuer and its Material Subsidiaries is the subject
of any dispute with the relevant tax, revenue or other authorities and to the
best of the knowledge of the Issuer and its Material Subsidiaries, no
circumstance exists which is likely to give rise to any such dispute or where
such dispute would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect;
 (v)
    
    Stamp Duties:
 (i)
    
    no stamp or other duty is assessable or payable (except as set
forth in the legal opinion to be delivered under sub-clause 8.2) in;
 (ii)
    
    no withholding or deduction for any taxes, duties, assessment or
governmental charges of whatever nature is generally imposed or made for or on
account of any income in; and
 (iii)
    
    no registration, transfer or turnover taxes, customs or other
duties or taxes of any kind, levied, collected, withheld or assessed by or
within,
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the Cayman Islands, Macau, Hong Kong, the United Kingdom, the United States or any other
relevant jurisdiction in connection with the creation, issue, Offering or sale of the
Bonds, the issue of the Warrants (if any), the issue of the New Shares or the execution or
delivery of the Contracts;
 (w)
    
    Litigation and Solvency:
 (i)
    
    save as disclosed in Schedule 5, there are no pending litigation
proceedings, arbitration proceedings, investigations (including police, legal,
governmental or regulatory investigations), enquiries, actions, suits or other
proceedings by or before a court, government agency, police, or regulatory
agency or body, at law or in equity, against or affecting the Issuer or any
Material Subsidiary or any of their respective properties or, to the best
knowledge of the Issuer and its Material Subsidiaries, against or affecting
directors or senior officers of the Issuer or any Material Subsidiary which are
reasonably likely to be determined adversely to the Issuer or any Material
Subsidiary or any of their respective properties or directors or senior officers
and if so determined would individually or in the aggregate reasonably be
expected to have a Material Adverse Effect and, to the best knowledge of the
Issuer and its Material Subsidiaries, no such litigation, arbitration,
investigations, enquiries, actions, suits or proceedings are threatened or
contemplated;
 (ii)
    
    no order has been made and no resolution has been passed for the
winding up, liquidation or dissolution of the Issuer or any Material Subsidiary;
and no distress, execution or other process has been levied on the whole or a
substantial part of the assets of the Issuer or any Material Subsidiary; and
none of the Issuer and its Material Subsidiaries:
 (A)
    
    is insolvent or unable to pay its debts as they fall due;
or
 (B)
    
    will be insolvent or unable to pay its debts as they fall
due upon the issue of the Bonds or the execution of the Contracts and
performance of their respective obligations thereunder; and
 (iii)
    
    none of the Issuer and its Material Subsidiaries is subject to
or in default with respect to any final judgments, writs, injunctions, decrees,
rules or regulations of any court, any gaming authority, or any federal, state,
municipal or other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, that, individually or in the aggregate,
would reasonably be expected to have a Material Adverse Effect;
 (x)
    
    Insurance:each of the Issuer and its Material Subsidiaries has in place all material
policies of insurance sufficient and customary for the conduct of its businesses as currently
operated and for compliance with all requirements of law, such policies are in full force and
effect, and all premiums with respect thereto have been paid, and no notice of cancellation or
termination has been
  Page 14




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##### 



received with respect to any such policy, and each of the Issuer and its
Material Subsidiaries has complied in all respects with the terms and conditions of such
policies, except where a breach of this representation would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect;
 (y)
    
    Intellectual Property:each of the Issuer and its Material Subsidiaries owns or possesses
adequate rights to use, or can acquire on reasonable terms, adequate patents, patent rights,
licences, inventions, copyrights, know-how (including trade secrets and other unpatented
and/or unpatentable proprietary or confidential information, systems or procedures),
trademarks, service marks, trade names or other intellectual property (collectively,
Intellectual Property) necessary to carry on the business now operated by it in each country
in which it operates, and none of the Issuer and its Material Subsidiaries has received any
notice or is otherwise aware of any infringement of or conflict in any jurisdiction with
asserted rights of others with respect to any Intellectual Property or of any facts or
circumstances which would render any Intellectual Property invalid or inadequate to protect
the interest of the Issuer or any of its Material Subsidiaries therein, and which infringement
or conflict (if the subject of any unfavourable decision, ruling or finding) or invalidity or
inadequacy, individually or in the aggregate, would reasonably be expected to have a Material
Adverse Effect;
 (z)
    
    Environmental and Construction Laws:without prejudice to the generality of Clause 3.1(k)
above:
 (i)
    
    the Issuer and its Material Subsidiaries (i) have received, are
in compliance with and will comply with all permits, licenses or other approvals
under applicable laws, regulations and judicial and administrative
interpretations concerning the environment, construction and construction safety
(Environmental and Construction Laws) which are at any time binding on the
Issuer or any of its Material Subsidiaries and which are required to conduct
their respective businesses and (ii) have not received notice of any actual or
potential liability under any Environmental and Construction Law, except, in
each case, where such non-compliance with Environmental and Construction Law,
failure to receive required permits, licenses or other approvals, or liability
would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect;
 (ii)
    
    each of the Issuer and its Material Subsidiaries which engages in
the construction business has (i) all the necessary production and work safety
facilities and equipment in accordance with the applicable
standards for construction safety and (ii) passed all safety inspections conducted
by relevant governmental authorities;
 (iii)
    
    (A) none of the Issuer and its Material Subsidiaries has engaged
in or permitted nor, to the best knowledge of the Issuer and its Material
Subsidiaries, has any previous owner or occupier engaged in or
  Page 15




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##### 



permitted any
operations or activities upon the Property owned or used by the Issuer or any of
its Material Subsidiaries (including all buildings and premises used and
operated by the Issuer and its Material Subsidiaries) involving any actual or
alleged use, manufacture, possession, storage, holding, presence, existence,
location, release, discharge, placement, generation, transportation, processing,
construction, treatment, abatement, removal, remediation, disposal, disposition
or handling of Hazardous Substance or any substance regulated by any
Environmental and Construction Law, or any substance regulated by any
Environmental and Construction Law; and (B) no discharge, release, leaching,
emission or escape into the environment of any Hazardous Substance or any
substance regulated by any Environmental and Construction Law has occurred or is
occurring in the conduct of the business of the Issuer or any of its Material
Subsidiaries or in the conduct by the Issuer or any of its Material Subsidiaries
of any former business or in connection with or in relation to any assets of
such person while such former assets were in the ownership or under the control
of such person and no such discharge, release, leaching, emission or escape has
occurred or is occurring for which such person might otherwise be held liable;for the purposes of this Agreement, Hazardous Substancemeans all substances of
whatever description which may cause or have a harmful effect on the environment
or the health of person or any other living organism including, without
limitation, all poisonous, toxic, noxious, dangerous and offensive substances;
 (iv)
    
    none of the Issuer and its Material Subsidiaries nor any of their
respective properties or operations are subject to any outstanding written
order, consent decree or settlement agreement with any person relating to:
 (A)
    
    any Environmental and Construction Law; or(B)
    
    any Environmental and Construction Claim;
 for the purposes of this Agreement, Environmental and Construction Claimmeans any
investigation, notice, notice of violation, claim, action, suit, proceeding,
demand, abatement order or other order or directive (conditional or otherwise), by
any government authority, arising (a) pursuant to or in connection with any actual
or alleged violation of any Environmental and Construction Law, (b) in connection
with any Hazardous Substance (including any actual or alleged use, manufacture,
possession, storage, holding, presence,
existence, location, release, discharge, placement, generation, transportation,
processing, construction, treatment, abatement, removal, remediation, disposal,
disposition or handling of Hazardous Substance or any substance regulated by any
Environmental and Construction Law), or (c) in connection with any actual or
alleged
  Page 16




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damage, injury, threat or harm to health, safety, natural resources or the
environment;
 (v)
    
    none of the Issuer and its Material Subsidiaries and, to their
best knowledge, none of the predecessors of the Issuer and its Material
Subsidiaries has filed any notice under any Environmental and Construction Law
indicating past or present treatment of Hazardous Substance at any Property of
the Issuer or any of its Material Subsidiaries, and none of the operations of
the Issuer and its Material Subsidiaries involves the actual or alleged use,
manufacture, possession storage, holding, presence, existence, location,
release, discharge, placement, generation, transportation, processing,
construction, treatment, abatement, removal, remediation, disposal, disposition
or handling of Hazardous Substance or any substance regulated by any
Environmental and Construction Law in a manner which would result in liability
to the Issuer or any of its Material Subsidiaries;
 (vi)
    
    the Projects (other than any Secondary Project that has not yet
become an active Project) are (and at all relevant times have been) in
compliance in all material respects with Environmental and Construction Laws;
 (vii)
    
    to the best knowledge of the Issuer and its Material
Subsidiaries, all factual information provided by them to any governmental,
environmental, gaming or construction authority in connection with the
environmental assessments are true and correct in all material respects; and
 (viii)
    
    the Issuer and its Material Subsidiaries are in compliance with all current or
reasonably foreseeable future requirements pursuant to or under Environmental
and Construction Laws,
 provided however that the Issuer shall not be in breach of this Clause 3.1(z) for breaches
that would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect;
 (aa)
    
    Environmental and Construction Laws Review:in the ordinary course of its business the Issuer
and its Material Subsidiariesperiodically review the effect of Environmental and
Construction Laws on its business, operations and properties, in the course of which it
identifies and evaluates associated costs and liabilities (including, without limitation, any
capital or operating expenditures required for clean-up, closure of properties or compliance
with Environmental and Construction Laws, or any permit, licence or approval, any related
constraints on operating activities and any potential liabilities to third
parties); on the basis of such periodic review, the Issuer has
reasonably concluded that such associated costs and liabilities would
not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect;
 (bb)
    
    Events of Default and Validity of Agreement:
  Page 17




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(i)
    
    no event has occurred or circumstance has arisen which, had the
Bonds already been issued, could reasonably be expected (whether or not with the
giving of notice and/or the passage of time and/or the fulfilment of any other
requirement) to constitute an event described as an Event of Default or a
Potential Event of Default under (and as defined in) the Terms and Conditions;
 (ii)
    
    no event has occurred or circumstance has arisen which, had the
Bonds already been issued, could reasonably be expected (whether or not with the
giving of notice and/or the passage of time and/or the fulfilment of any other
requirement) to constitute an event described as an Event of Default or a
Potential Event of Default under (and as defined in) the Credit Agreement;
 (iii)
    
    none of the Issuer and its Material Subsidiaries is in default
or in breach of (including any event or condition occurred which, with the
giving of notice or the lapse of time would result in a default or breach), or
has knowledge (actual or constructive) of the invalidity of or grounds or
conditions for (including grounds or conditions that with the giving of notice
or the lapse of time would entitle any person to claim) rescission, avoidance or
repudiation of, any other agreement or other transaction to which the Issuer or
any of its Material Subsidiaries is a party (including without limitation, the
Gaming Concession Contract, the Gaming Concession Guaranty, the Gaming License
and the Land Concession Contracts), nor, to the best knowledge of the Issuer and
its Material Subsidiaries, has the Issuer or any of its Material Subsidiaries
received notice of any intention to terminate any such agreement or repudiate or
disclaim any other transaction where such default, breach, invalidity,
rescission, avoidance, termination or repudiation or disclaim of transaction
would, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect;
 (iv)
    
    there are no defaults by any party with whom the Issuer or any of
its Material Subsidiaries has entered into any agreement or arrangement
(including any lease, tenancy agreement or license agreement in respect of which
the Issuer or any of its Material Subsidiaries is the lessor, landlord or
licensor) under such agreements or arrangements which would, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect and, to
the best knowledge of the Issuer and its Material Subsidiaries, there are no
circumstances likely to give rise to any such default;
 (v)
    
    all amounts due and payable on the date of this Agreement and the
Closing Date to any material contractors or suppliers (and to the
best knowledge of the Issuer and its Material Subsidiaries, all subcontractors)
pursuant to agreement or other transaction to which the Issuer or any of its
Material Subsidiaries is a party have been paid in full except for the amounts
disputed in good faith by the Issuer or any Material Subsidiary and adequate
provision has been made for such
  Page 18




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##### 



amounts in the financial statements referred to
in Clause 3.1(n) in accordance with GAAP and amounts which, individually or in the
aggregate, would not reasonably be expected to have a Material Adverse Effect; and
 (vi)
    
    the Issuer and its Material Subsidiaries are currently in
compliance with all financial covenants in its outstanding Indebtedness and is
not in breach or potential breach of any provision of such Indebtedness, nor
will be in breach or potential breach of any provision of such Indebtedness
following issuance of the Bonds;
 (cc)
    
    Information:
 (i)
    
    all statements of fact contained in any announcement of the
Issuer or any Material Subsidiary (including any announcement to be made by the
Issuer or any Material Subsidiary in respect of the issue of the Bonds) are or
will be true and accurate in all material respects and not misleading when made
and all statements of opinion, intention or expectation of the directors of the
Issuer or any Material Subsidiary in relation to the Issuer or its Material
Subsidiaries contained therein (if any) are or will be truly and honestly held
and have been or will be made on reasonable grounds and have been or will be
fairly based after due and careful consideration, and there is or will be no
other fact or matter omitted therefrom the omission of which would make any
statement therein misleading when made;
 (ii)
    
    all information supplied or disclosed in writing or orally
including, without limitation, the answers and documents provided at due
diligence meetings or calls (and any new or additional information serving to
update or amend such information supplied or disclosed by the Issuer or any
Material Subsidiary to the Placement Agent or the legal advisers to the
Placement Agent) is true and accurate in all material respects and not
misleading in any material respect and all forecasts, opinions and estimates
relating to the Issuer and its Material Subsidiaries so supplied or disclosed
have been made after due, careful and proper consideration, are based on
reasonable assumptions and represent reasonable and fair expectations honestly
held based on facts known to such persons (or any of them); there has been no
development or occurrence relating to the financial or business condition of the
Issuer or any Material Subsidiary (including, without limitation, with respect
to any corporate event, acquisition, disposal or related matter) which has not
been disclosed to the Placement Agent; and no investor meeting or presentation
has been conducted or information and materials issued by the Issuer, its
Material
Subsidiaries and/or their agents (whether with or without the authority of the
Issuer or any Material Subsidiary) in respect of the Offering without the prior
knowledge and consent of the Placement Agent;
  Page 19




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(iii)
    
    the answers and documents provided by the Issuer and its
Material Subsidiaries in response to any question of the Placement Agent and
other potential subscribers of the Bonds, or during conference calls, investor
meetings or presentations held by or participated by the Issuer, any Material
Subsidiary or their agents, are true and accurate in all material respects and
not misleading in any material respect; and
 (iv)
    
    all information (whether oral, written, electronic or in any
other form) supplied by or on behalf of the Issuer, any Material Subsidiary or
any of their officers, directors, employees, for the purpose of or in connection
with the Offering, the Issuer and/or its Material Subsidiaries, and all publicly
available information and records of the Issuer or any Material Subsidiary
(including information contained in statutory filings and registrations) is and
was, when supplied or published, true and accurate in all material respects and
not misleading;
 (dd)
    
    No Fiduciary Relationship:the Issuer understands and agrees that (i) the placing of the
Bonds pursuant to this Agreement, including the determination of the issue of the Bonds and
any related discounts and commissions, is an arms-length commercial transaction between the
Issuer, on the one hand, and the Placement Agent, on the other hand; (ii) in connection with
the Offering, the Placement Agent is and has been acting solely as principal and is not the
agent or fiduciary of any of the Issuer, the Material Subsidiaries or any of their respective
stockholders, creditors, employees or any other party; (iii) the Placement Agent has not
assumed and will not assume an advisory or fiduciary responsibility in favour of any of the
Issuer and the Material Subsidiaries or with respect to the Offering or the process leading
thereto (irrespective of whether the relevant Placement Agent has advised or is currently
advising the Issuer or any Material Subsidiary on other matters, including the proposed
listing of the Shares on the Hong Kong Stock Exchange) and the Placement Agent has no
obligation to any of the Issuer and its Material Subsidiaries with respect to the Offering
except the obligations expressly set forth in this Agreement, (iv) the Placement Agent and its
respective affiliates may be engaged in a broad range of transactions that involve interests
that differ from those of the Issuer or any of its Material Subsidiaries; and (v) the
Placement Agent has not provided any legal, accounting, regulatory or tax advice with respect
to the Offering; the Issuer and its Material Subsidiaries have consulted their own legal,
accounting, regulatory and tax advisors to the extent they deemed appropriate; and this
Agreement supersedes any prior agreement or understanding (whether written or oral) between
the Issuer, the Material Subsidiaries and the Placement Agent with respect to the subject
matter of this Clause 3.1(dd);
 (ee)
    
    General Solicitation:neither the Issuer nor any of its affiliates (as defined in Regulation
D under the Securities Act (Regulation D), nor any person acting on its or their behalf (other
than the Placement Agent, its affiliates and any person acting on its or their behalf as to
whom no representation, warranty or undertaking is made or given) has engaged in any form of
general solicitation
  Page 20




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or general advertising (within the meaning of Rule 502(c) under the
Securities Act) in connection with any offer or sale of the Bonds, the Warrants or the Shares
in the United States, or has made or will make offers or sales of any security, or solicited
offers to buy, or otherwise negotiated in respect of, any security, under circumstances that
would require the registration of the Bonds, the Warrants, the Shares or the New Shares under
the Securities Act;
 (ff)
    
    No Registration:assuming the Placement Agent, its affiliates (as defined in Regulation D)
and any person acting on its or their behalf have complied with the representations and
undertakings herein and the selling restrictions set out in Clause 11, no registration of the
Bonds, the Warrants or the New Shares under the Securities Act will be required for the offer,
sale and delivery of the Bonds in the manner contemplated by this Agreement; neither the
Issuer nor any of its affiliates (as defined in Regulation D) has entered into any contractual
arrangement with respect to the distribution of the Bonds other than this Agreement;
 (gg)
    
    Stabilisation Information:none of the Issuer, the Subsidiaries of the Issuer and their
respective affiliates has, issued and none of them will issue, without the prior consent of
the Placement Agent, any press or other public announcement referring to the proposed issue of
the Bonds and the Issuer authorises the Placement Agent to make all appropriate disclosure in
relation to any stabilisation instead of the Issuer;
 (hh)
    
    Stabilisation:neither the Issuer nor any of its affiliates (as defined in Rule 501(b) of
Regulation D), nor any person acting on its or their behalf (other than the Placement Agent,
its affiliates and any person acting on its or their behalf as to whom no representation,
warranty or undertaking is made or given) has taken or will take, directly or indirectly, any
action designed to cause or to result in, or that has constituted or which might reasonably be
expected to cause or result in, the stabilisation or manipulation in violation of applicable
laws of the price of any security to facilitate the sale or resale of the Bonds, the Warrants
or the New Shares;
 (ii)
    
    Directed Selling Efforts:neither the Issuer nor any of its affiliates (as defined in Rule
405 under the Securities Act) nor any person acting on its or their behalf (other than the
Placement Agent, its affiliates and any person acting on its or their behalf as to whom no
representation, warranty or undertaking is made or given) has engaged in any directed selling
efforts (as defined in Regulation S) with respect to the Bonds, the Warrants or the New
Shares;
 (jj)
    
    Foreign Issuer and US Market Interest:the Issuer is a foreign issuer (as such term is
defined in Regulation S) which reasonably believes that there is no substantial U.S. market
interest (as such term is defined in Regulation S)
in the debt securities of the Issuer or any of its Subsidiaries or in the Shares or any
Equity Securities of the Issuer or any of its Subsidiaries and, prior to the occurrence of
the Qualified IPO, Sands China will be a foreign issuer (as such term is defined in the
Regulation S);
  Page 21




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##### 



(kk)
    
    OFAC and Other Sanctions:none of the Issuer, its Subsidiaries, and the directors, officers,
agents, employees and Affiliates of the Issuer and its Subsidiaries is currently subject to:
 (i)
    
    any sanction administered by the Office of Foreign Assets Control
of the U.S. Department of the Treasury (OFAC); or
 (ii)
    
    any sanction administered by the United Nations, the European
Union, Her Majestys Treasury or any other relevant sanctions authority
(together with the sanctions referred to in sub-clause (i) above, collectively,
the Sanctions);
 (ll)
    
    Unlawful Payments:to the best knowledge of the Issuer and its Material Subsidiaries, none of
the Issuer, its Material Subsidiaries and their officers, directors, supervisors, managers,
agents or employees has, directly or indirectly, (i) made or authorised any contribution,
payment or gift of funds or property to any official, employee or agent of any governmental
agency, authority or instrumentality or any gaming authority or (ii) made any contribution to
any candidate for public office, in either case, where either the payment or the purpose of
such contribution, payment or gift was, is, or would be prohibited under the applicable law of
any locality, including but not limited to the FCPA;
 (mm)
    
    No Brokers Commission:no brokers or finders fee or commission will be payable by the
Issuer or any of its Subsidiaries with respect to this Agreement or any of the transactions
contemplated hereby (other than fees and expenses payable to the Placement Agent);
 (nn)
    
    Employee Matters and Acts of God:(i) None of the Issuer and its Material Subsidiaries, nor
their respective properties and assets, is affected by any fire, explosion, accident, drought,
storm, hail, earthquake, embargo, act of God or of the public enemy, or other casualty or
other event of force majeure, that would, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect; (ii) there are no strikes, lockouts, stoppages,
slowdowns or other labour disputes against the Issuer or any Material Subsidiary pending or,
to the best knowledge of the Issuer and its Material Subsidiaries, threatened that would,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(iii) hours worked by and payment made to employees of the Issuer and its Material
Subsidiaries have not been in violation of any applicable laws and regulations, except for
violations that would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect; and (iv) all payments due from the Issuer and its Material
Subsidiaries on account of employee health and welfare insurance that (individually or in the
aggregate) would reasonably be
expected to have a Material Adverse Effect if not paid have been paid or accrued as a
liability on the financial statements referred to in Clause 3.1(n);
 (oo)
    
    Off-balance Sheet Arrangements: none of the Issuer and its Material Subsidiaries has any
material relationships with any entity other than the Issuer and its Material Subsidiaries
that are contractually limited to narrow
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activities that facilitate the transfer of or access
to assets by the Issuer, or any of its Material Subsidiaries, such as structured finance
entities and special purpose entities that could have a material effect on the liquidity of
the Issuer or any Material Subsidiary or the availability thereof or the requirements of the
Issuer or any Material Subsidiary for capital resources;
 (pp)
    
    Anti-Money Laundering:the operations of the Issuer and its Material Subsidiaries are and
have been conducted at all times in compliance with all applicable financial recordkeeping and
reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of
the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001, and the applicable anti-money laundering statutes of
jurisdictions where the Issuer or any of its Material Subsidiaries conducts business, the
rules and regulations thereunder and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any governmental agency (collectively, the Anti-Money
Laundering Laws), except where any non-compliance, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect, and no action, suit or proceeding by
or before any court or governmental agency, authority or body or any arbitrator involving the
Issuer or any Material Subsidiary with respect to the Anti-Money Laundering Laws is pending
or, to the best knowledge of the Issuer and its Material Subsidiaries (after due and careful
enquiry), threatened;
 (qq)
    
    Immunity:none of the Issuer, the Subsidiaries of the Issuer, the Subordinated Creditors and
their respective assets or properties has any immunity in respect of the obligations of the
Issuer, the Subsidiaries of the Issuer and the Subordinated Creditors under the Contracts or
the Bonds or from the jurisdiction of any court or from any legal process (whether through
service of notice, attachment prior to judgment or attachment in aid of execution or
otherwise) under the laws of the Cayman Islands, Macau, Hong Kong and the jurisdictions in
which such entities are incorporated;
 (rr)
    
    PFIC Status:
 (i)
    
    the Issuer does not believe that it is and does not expect to
become (whether as a result of the receipt and application of the proceeds of
the sale of the Bonds or otherwise) a passive foreign investment company
within the meaning of section 1297 of the US Internal Revenue Code of 1986 (as
amended, the Code); and
 (ii)
    
    Sands China (x) is, as of the time of this Agreement, disregarded
as an entity separate from its owner for U.S. federal income tax purposes and
(y) does not believe that it will be, as of such
time as it may become classified as a corporation for U.S. federal income tax
purposes, and does not expect to thereafter become (whether as a result of the
receipt and application of the proceeds of the sale of the Bonds or otherwise) a
passive foreign investment company within the meaning of section 1297 of the
Code; and
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(ss)
    
    Investment Company Act:the Issuer is not, and immediately after giving effect to the
Offering and sale of the Bonds and the application of the proceeds thereof, will not be, an
investment company as such term is defined in the US Investment Company Act of 1940.
 Placement Agent Representations:
 (a)
    
    it has not offered or sold and will not offer or sell the Bonds by any form of general
solicitation or general advertising, including but not limited to the methods described in
Rule 502(c) under the Securities Act, or in any manner involving a public offering within the
meaning of Section 4(2) of the Securities Act;
 (b)
    
    it is an institutional accredited investor within the meaning of Rule 501 under the
Securities Act;
 (c)
    
    the Bonds, the Warrants and the New Shares have not been and will not be registered under the
Securities Act; it has offered the Bonds and will offer and sell the Bonds outside the United
States only in accordance with Rules 903 and 904 of Regulation S and, in the United States to
not more than 35accredited investors (within the meaning of Rule 501 under the
Securities Act) in reliance on Section 4(2) of the Securities Act; accordingly, neither the
Placement Agent, their respective affiliates nor any persons acting on its or their behalf
have engaged or will engage in any directed selling efforts (within the meaning of Regulation
S) or any form of general solicitations or general advertising (within the meaning of
Section 502(c) under the Securities Act) with respect to the Bonds; and
 (d)
    
    (i) it is aware that Sands China is disregarded as an entity separate from its owner for U.S.
federal income tax purposes, (ii) it is aware that as of such time as Sands China may be
become classified as a corporation for U.S. federal income tax purposes, Sands China expects
to be a controlled foreign corporation within the meaning of Section 957 of the Code and
(iii) it is not relying on the Issuer for any assessment of the United States federal income
tax consequences of the transactions contemplated by this Agreement.
 Repetition:
 Indemnity:
 (a)
    
    The Issuer shall, on demand of the Placement Agent, to the fullest extent permitted by
applicable law, indemnify and hold harmless the Placement Agent and each of its subsidiaries,
affiliates (within the meaning of the Securities Act or the United States Securities Exchange
Act of 1934 (as amended) and including the partners of any such affiliates) and associated
companies, their respective directors, officers, employees and agents
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##### 



(including, but not
limited to, controlling persons within the meaning of the Securities Act) as the case may be
(together, the Indemnified Parties) against all or any losses, costs, expenses (including
reasonable and documented legal fees as they are incurred), fees, claims, actions,
liabilities, demands, proceedings or judgments (including, but not limited to, all such
losses, costs or expenses suffered or incurred in disputing or defending any claims, actions,
liabilities, demands, proceedings or judgments (the Proceedings) and/or in establishing its
rights to be indemnified pursuant to this Clause 3.4 and/or in seeking advice in relation to
any Proceedings) brought or established or threatened to be brought or established against any
of the Indemnified Parties:
 (i)
    
    directly or indirectly arising out of or in connection with any
breach or alleged breach of any of the representations, warranties and
undertakings contained in Clauses 3 and 4;
 (ii)
    
    which are, directly or indirectly, occasioned by or resulting
from or are attributable to the performance by the Placement Agent of its
obligations under this Agreement in relation to the Offering and which do not in
any such case arise from the Placement Agents fraud, gross negligence, bad
faith, wilful misconduct or wilful default as determined by final judgment of a
court of competent jurisdiction;
 (iii)
    
    in respect of any breach of any applicable laws or regulations
of any jurisdiction resulting from the Offering which do not arise from the
Placement Agents fraud, gross negligence, bad faith, wilful misconduct or
wilful default as determined by final judgment of a court of competent
jurisdiction; or
 (iv)
    
    in connection with any untrue statement contained in any document
or information authorised by the Issuer or any Subsidiary of the Issuer to be
distributed or passed on by such relevant party or any omission or alleged
omission to state therein a material fact, necessary to make a statement therein
not misleading.
 (b)
    
    The indemnities contained in Clause 3.4(a) shall remain in full force and effect
notwithstanding completion of the Offering in accordance with its terms, shall be in addition
to any liability which the Issuer may have and shall extend to include all costs and expenses
which the Placement Agent and/or any of the Indemnified Parties may reasonably incur or pay in
investigating, disputing, settling or compromising any matter to which the indemnity might
relate and in establishing the right to indemnification pursuant to this Clause 3.4 in respect
of any matter. The Issuer shall not, without the prior written consent of
the Placement Agent, settle or compromise or consent to the entry of any judgment with
respect to any pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the Indemnified
Parties are actual or potential parties to such claim or action) unless such settlement,
compromise or consent includes, where necessary or appropriate, an unconditional release of
each
  Page 25




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Indemnified Party from all liabilities arising out of such claim, action, suit or
proceeding.
 (c)
    
    Save as a result of the Placement Agents fraud, gross negligence, bad faith, wilful
misconduct or wilful default, neither the Placement Agent nor any of the Indemnified Parties
(as defined in Clause 3.4(a)) shall be responsible for and no claim shall be made against the
Placement Agent or any of the Indemnified Parties by the Issuer to recover any damage, cost,
charge or expense which the Issuer may suffer or incur by reason of or arising out of the
carrying out by the Placement Agent or any of the Indemnified Parties of any work pursuant to
any of their obligations under this Agreement, or otherwise in connection with the Offering.
 (d)
    
    The Placement Agent shall have no duty or obligation, whether as fiduciary or trustee of any
relevant party or otherwise, to recover any such payment or to account for any other person
for any amounts paid to it pursuant to the indemnities set forth in this Agreement.
 4. Covenants of the Issuer
  Taxes:
 Prospectus:
 (a)
    
    use its best efforts to, and procure each of its Subsidiaries to, co-operate and participate
in the due diligence procedures required to prepare a prospectus in connection with the
proposed listing of Sands China on the Main Board of the Hong Kong Stock Exchange (the
Prospectus); and
 (b)
    
    procure Sands China to prepare the Prospectus in compliance with the requirements of the
Rules Governing the Listing of Securities on the Hong Kong Stock Exchange and the Companies
Ordinance (Chapter 32 of the Laws of Hong Kong) and satisfactory in form and substance to the
Placement Agent;
 Warranties:
  Page 26




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Listing of Shares:
 Documents to Placement Agent:
 Issuer of Shares:
 Announcements:
 Use of Proceeds:
 (a)
    
    the Issuer will use the net proceeds received by it from the issue of the Bonds pursuant to
this Agreement for general corporate purposes and includes full flexibility to upstream the
proceeds from the Issuer to the Parent or to downstream the proceeds to a Subsidiary of the
Issuer to be used to repay any Intercompany Loan (as defined below) and intercompany trade
payables incurred in the ordinary course of business, and the Issuer agrees that none of the
proceeds from the Offering of the Bonds will be used, directly or indirectly, in any business
or transaction or to make any investment that is subject to any Sanction;
 (b)
    
    the Issuer covenants and agrees not to use, or to permit any of its Subsidiaries or
affiliates to use, directly or indirectly, the proceeds from the sale of the Bonds, for any
purpose or activity that would cause any U.S. person participating in the Offering, to be in
violations of the U.S. Trading with the Enemy Act (as amended), the U.S. International
Emergency Economic Powers Act (as amended), or. any of the foreign assets control
regulations of the United States Treasury Department (as codified in 31 CFR, Subtitle B,
Chapter V, as amended) or any enabling legislation or executive order relating thereto; and
 (c)
    
    the Issuer will not directly or indirectly use the proceeds of the Offering or lend,
contribute or otherwise make available such proceeds to any Subsidiary, affiliate, joint
venture partner or other person or entity, for the purpose of financing the activities of any
person currently subject to any Sanction;
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Directed Selling Efforts:
 Stabilisation:
 (i)
    
    neither the Issuer nor any of its affiliates (as defined in Rule
405 of the Securities Act), nor any person acting on behalf of any of them
(other than the Placement Agent, its affiliates and any person acting on its or
their behalf as to whom no representation, warranty or undertaking is made or
given) will take, directly or indirectly, any action designed to cause or to
result in or which might reasonably be expected to cause or result in, the
stabilisation in violation of applicable laws or manipulation of the price of
any security to facilitate the sale or resale of the Bonds; and
 (ii)
    
    the Issuer authorises the Placement Agent to make adequate public
disclosure and undertakes to comply with the Securities and Futures (Price
Stabilizing) Rules (Cap. 571W of the Laws of Hong Kong);
 Exchange of Shares:
 Non-Integration:
 Offering Restrictions:
 Authorised Share Capital:
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Approvals and Filing
 Compliance:
 General Solicitation: Regulation D
 Rule 144A Information Exchange Act
 Investment Company Act:
 Intercompany Loans:
 (a)
    
    each Subsidiary of the Issuer that has incurred any Indebtedness, liability or obligation to
any Affiliate of the Issuer (other than a Restricted Subsidiary of the Issuer), whether
absolute, contingent or otherwise, and in any currency (any such Indebtedness, liability or
obligation shall hereinafter be referred to as an Intercompany Loan), execute the Deed of
Subordination as a Company (as defined therein); and
  Page 29




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(b)
    
    each creditor in respect of an Intercompany Loan execute the Deed of Subordination as a
Subordinated Creditor (as defined therein).
 5. Fees
 Placement Fee
 6. Expenses
 Expenses:
 Payment: Taxes
 Currency Indemnity: Contractual Currency other currency
  Page 30




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rate of
exchange
 (a)
    
    the Applicable Exchange Rate where the currencies involved are Hong Kong dollars and United
States dollars; or
 (b)
    
    in any other case, the rate at which the Placement Agent are able on the relevant date in
Hong Kong to purchase the Contractual Currency with the other currency,
  7. Closing
 Closing Date
 (i)
    
    the Issuer has received from the Placement Agent an undertaking in the form set out in
Schedule 3 duly executed by such person; and
 (ii)
    
    such person and its Affiliate is not engaged in any business activity that competes with the
business of the Issuer and the Restricted Subsidiaries and the subscription of the Bonds by
such person would not, 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.
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8. Conditions Precedent
  Execution of other Contracts:
 Legal Opinions and other documents:
 (a)
    
    a legal opinion, dated the Closing Date of Walkers, in their capacity as legal advisers to
the Issuer as to Cayman Islands law;
 (b)
    
    a legal opinion, dated the Closing Date of Conyers, Dill and Pearman, in their capacity as
legal advisers to the Placement Agent as to Cayman Islands law;
 (c)
    
    a legal opinion, dated the Closing Date of Freshfields Bruckhaus Deringer, in their capacity
as legal advisers to the Placement Agent as to English law and an opinion, dated the Closing
Date of Freshfields Bruckhaus Deringer, to the effect that the issue of the Bonds and Warrants
does not conflict with the Credit Agreement;
 (d)
    
    an opinion, dated the Closing Date of Freshfields Bruckhaus Deringer, in their capacity as
legal advisers to the Placement Agent as to an exemption from the registration requirements of
the Securities Act;
 (e)
    
    a legal opinion, dated the Closing Date of Leonel Alves Law Firm;
 (f)
    
    a copy of the letter(s) issued or to be issued by the government of Macau to the effect that:
 (i)
    
    the development period of the parcel of land constituting Site 3
shall be extended on terms reasonably satisfactory to the Placement Agent; and
 (ii)
    
    the government of Macau or other authority of Macau will not
forfeit the parcels of land constituting Site 1 and/or Site 2 (or any property
erected thereon) in the event that the Issuer and its Subsidiaries shall fail to
develop the parcel of land constituting Site 3 within the specified development
period (as extended); and
 (g)
    
    a certified copy of:
 (i)
    
    the board resolutions and shareholders resolutions of the Issuer
approving the issue of the Bonds and, in the circumstances
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contemplated by the
Terms and Conditions, the Warrants, and the execution, delivery and performance
of the Contracts to which it is a party, in form and substance reasonably
satisfactory to the Placement Agent;
 (ii)
    
    the board resolutions and shareholders resolutions of Sands
China approving:
 (A)
    
    the issue of the Shares upon exchange of the Bonds or
exercise of the Warrants; and
 (B)
    
    the execution, delivery and performance of the Contracts to
which it is a party,
 in form and substance reasonably satisfactory to the Placement Agent;
 (iii)
    
    the board resolutions of each of:
 (A)
    
    Venetian Venture Development Intermediate Limited;(B)
    
    Venetian Macau Limited;(C)
    
    Venetian Cotai Limited;(D)
    
    VML US Finance LLC; and(E)
    
    Venetian Macau Finance Company,
 approving the execution, delivery and performance of the Deed of Subordination, in
form and substance reasonably satisfactory to the Placement Agent;
 (iv)
    
    the board resolutions of the Subordinated Creditors (other than
the Parent) approving the execution, delivery and performance of the Deed of
Subordination, in form and substance reasonably satisfactory to the Placement
Agent;
 (v)
    
    a certificate signed by the company secretary of the Parent
confirming that the execution, delivery and performance of the Deed of
Subordination by the Parent has been authorised and approved by the board of
directors of the Parent, in form and substance reasonably satisfactory to the
Placement Agent;(vi)
    
    the shareholders resolutions of each of:
 (A)
    
    Cotai Ferry Company Limited;(B)
    
    Venetian Orient Limited;(C)
    
    Venetian Retail Limited;
  Page 33




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(D)
    
    Venetian Travel Limited;(E)
    
    Venetian Macau Finance Company; and(F)
    
    Venetian Venture Development Intermediate Limited,
 approving the execution, delivery and performance of the Deed of Subordination, in
form and substance reasonably satisfactory to the Placement Agent;
 (vii)
    
    the memorandum and articles of association of the Issuer; and
 (viii)
    
    the memorandum and articles of association of Sands China.
 No Default:
 Representations and Warranties:
 No Material Adverse Change:
 (a)
    
    is material and adverse in the context of the Offering; or
 (b)
    
    makes it impracticable, inadvisable or inexpedient to market the Bonds on the terms and in
the manner contemplated herein;
 Due Diligence:
 No Rating Downgrade:
 Completion of Step 1 of the Pre-IPO Restructuring:
 (a)
    
    100% of the issued share capital in Cotai Waterjets (HK) Limited; and
  Page 34




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(b)
    
    100% of the issued share capital in CotaiJet Holdings (II) Limited,
  First Parent Letter of Credit:
 9. Termination
 Placement Agents Ability to Terminate:
 (a)
    
    there develops, occurs or comes into force, in the sole opinion of the Placement Agent:
 (i)
    
    any new law or regulation or any change or development involving
a change in existing laws or regulations which in the sole opinion of the
Placement Agent has or is likely to have a material adverse effect on the
financial position of the Issuer and its Material Subsidiaries as a whole; or
 (ii)
    
    any change (whether or not permanent) or development (whether or
not permanent) in local, national or international monetary, economic,
financial, political or military conditions or securities market conditions or
currency exchange rates or foreign exchange rates or foreign exchange controls
which, in the sole opinion of the Placement Agent, is or would be materially
adverse to the success of the Offering, the distribution of the Bonds or
dealings in the Bonds in the secondary market or makes it impracticable or
inadvisable or inexpedient to proceed therewith; or
 (iii)
    
    a general moratorium on commercial banking activities in Hong
Kong, London or New York declared by the relevant authorities or a material
disruption in commercial banking or securities settlement
or clearance services in Hong Kong, the Peoples Republic of China, the United
Kingdom or the United States; or
 (iv)
    
    a change or development in taxation adversely affecting the
Issuer, any Material Subsidiary, the Bonds or the transfer thereof in accordance
with the Terms and Conditions; or
 (v)
    
    any event or series of events (including the occurrence of any
local, national or international outbreak or escalation of disaster, hostility,
insurrection, armed conflict, act of terrorism, calamity, act of God or
epidemic) which in the sole opinion of the Placement Agent is or would be
materially adverse to the success of the Offering, the distribution of the Bonds
or dealings in the Bonds in the secondary
  Page 35




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market or makes it impracticable or
inadvisable or inexpedient to proceed therewith; or
 (vi)
    
    any moratorium, suspension or material restriction or limitation
on trading in shares or securities generally on the Hong Kong Stock Exchange,
the London Stock Exchange, the New York Stock Exchange or Nasdaq due to
exceptional financial circumstances or otherwise at any time prior to the
Closing Date; or
 (b)
    
    any breach of any of the representations, warranties and undertakings by the Issuer set out
in Clause 3 or Clause 4 comes to the knowledge of the Placement Agent or any event occurs or
any matter arises on or after the date hereof and prior to which if it had occurred or arisen
before the date hereof would have rendered any of such representations, warranties and
undertakings untrue or incorrect in any respect or any material failure to perform any of the
covenants, obligations or agreements of the Issuer, any Subsidiary of the Issuer or any
Subordinated Creditor in any Contract; or
 (c)
    
    commencement by any regulatory or political body or organisation of any action against any
director of the Issuer or any Material Subsidiary or an announcement by any regulatory or
political body or organisation that it intends to take any such action which in the opinion of
the Placement Agent is or would be materially adverse to the success of the Offering, the
distribution of the Bonds or dealings in the Bonds in the secondary market or makes it
impracticable or inadvisable or inexpedient to proceed therewith; or
 (d)
    
    if any of the conditions specified in Clause 8 have not been satisfied or waived by the
Placement Agent on or prior to the Closing Date.
 Issuers Ability to Terminate:
 Consequences of Termination:
 (a)
    
    for obligations and liabilities that have accrued prior to or upon such termination in
accordance with the terms of this Agreement; and
 (b)
    
    the Issuer shall remain liable for the payment of all reasonable and documented costs and
expenses referred to in Clause 6 and for any obligation to any Indemnified Party arising
pursuant to Clause 3.4.
  Page 36




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10. Survival of Representations and Obligations
  (a)
    
    with respect to the warranties, undertakings and indemnities given herein by the Issuer,
notwithstanding any due diligence investigation made by or on behalf of the Placement Agent or
its actual or constructive knowledge of the matters referred to therein; and
 (b)
    
    with respect to the warranties, undertakings and indemnities given herein by the Placement
Agent, notwithstanding any investigation made by or on behalf of the Issuer or its actual or
constructive knowledge of the matters referred to therein.
 11. Selling Restrictions
 No action to permit public offering
  United States
   Page 37




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United Kingdom
  (a)
    
    it has only communicated or caused to be communicated and will only communicate or cause to
be communicated an invitation or inducement to engage in investment activity (within the
meaning of Section 21 of the Financial Services and Markets Act 2000 (the FSMA)) received by
it in connection with the issue or sale of any Bond, Warrant or New Share in circumstances in
which Section 21(1) of the FSMA does not apply to the Issuer; and
 (b)
    
    it has complied and will comply with all applicable provisions of the FSMA with respect to
anything done by it in relation to the Bonds, the Warrants and the New Shares in, from or
otherwise involving the United Kingdom.
 Hong Kong
  (a)
    
    it has not offered or sold, and will not offer or sell, in Hong Kong by means of any
document, any Bonds, Warrants or New Shares other than (i) to professional investors as
defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made
under that Ordinance, or (ii) in other circumstances which do not result in the document being
a prospectus as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not
constitute an offer to the public within the meaning of that Ordinance; and
 (b)
    
    it has not issued or had in its possession for the purposes of issue and will not issue or
have in its possession for the purposes of issue any advertisement, invitation or document
relating to the Bonds, the Warrants or the New Shares, whether in Hong Kong or elsewhere,
which is directed at, or the contents of which are likely to be accessed or read by, the
public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong)
other than with respect to Bonds, Warrants or New Shares which are or are intended to be
disposed of only to persons outside Hong Kong or only to professional investors within the
meaning of the Securities and Futures Ordinance (Cap. 571) and any rules made thereunder.
 Korea
   Page 38




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.
 Singapore
 Securities and Futures
Act
  (a)
    
    a corporation (which is not an accredited investor (as defined in Section 4A of the
Securities and Futures Act)), the sole business of which is to hold investments and the entire
share capital of which is owned by one or more individuals, each of whom is an accredited
investor; or
 (b)
    
    a trust (where the trustee is not an accredited investor) whose sole purpose is to hold
investments and each beneficiary of the trust is an accredited investor,
  (i)
    
    to an institutional investor (for corporations, under Section 274
of the Securities and Futures Act) or to a relevant person defined in
Section 275(2) of the Securities and Futures Act, or to any person pursuant to an
offer that is made on terms that such shares, debentures and units of shares and
debentures of that corporation or such rights or interest are acquired at a
consideration of not less than S$200,000 (or its equivalent in a foreign currency)
for each transaction, whether such amount is to be paid for in cash or by exchange
of securities or other assets, and further for corporations, in accordance with
the conditions specified in Section 275 of the Securities and Futures Act;
 (ii)
    
    where no consideration is or will be given for the transfer; or
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(iii)
    
    where the transfer is by operation of law.
 European Economic Area
 Relevant Member State Relevant Implementation Date
 (a)
    
    to legal entities which are authorised or regulated to operate in the financial markets or,
if not so authorised or regulated, whose corporate purpose is solely to invest in securities;
 (b)
    
    to any legal entity which has two or more of (1) an average of at least 250 employees during
the last financial year; (2) a total balance sheet of more than 43,000,000; and (3) an annual
net turnover of more than 50,000,000, as shown in its last annual or consolidated accounts;
 (c)
    
    to fewer than 100 natural or legal persons other than qualified investors as defined in the
Prospectus Directive; or
 (d)
    
    in any other circumstances which do not require the publication by the Issuer of a prospectus
pursuant to Article 3 of the Prospectus Directive.
 an offer of Bonds to the public Prospectus Directive
 Cayman Islands
   Page 40




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##### 



Malaysia
 Capital Markets and
Services Act
 Peoples Republic of China
  12. Assignment
  13. Notices
  (a)
    
    The Issuer: Venetian Venture Development Intermediate II
c/o Walkers Corporate Services Limited, Walker House
87 Mary Street, George Town
Grand Cayman KY1-9005
Cayman Islands
fax: +702 733-5303.
(Attention: Ms. Bonnie Bruce)(b)
    
    The Placement Agent: Goldman Sachs (Asia) L.L.C.
68th Floor
  Page 41




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Cheung Kong Center
2 Queens Road Central
Hong Kong
fax: +852 2978 0440
(Attention: Rita Chan and Ian Fan)
  14. Contracts (Rights of Third Parties) Act 1999
  15. Governing Law and Jurisdiction
 Governing Law:
 Jurisdiction
 (a)
    
    In relation to any disputes arising 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 (the Proceedings), the Issuer irrevocably submits to the
non-exclusive jurisdiction of the courts of England and waives any objection to Proceedings in
such courts whether on the grounds that the Proceedings have been brought in an inconvenient
forum or otherwise. Nothing in this Clause shall limit the right of the Placement Agent to
take Proceedings against the Issuer in any other jurisdiction.
 (b)
    
    The Issuer irrevocably appoints The Law Debenture Corporate Services Limited, now at Fifth
Floor, 100 Wood Street, London EC2V 7EX, United Kingdom, as its authorised agent for service
of process in England. If for any reason such agent shall cease to be such agent for service
of process, the Issuer shall forthwith, on request of the Placement Agent, appoint a new agent
for service of process in England and deliver to the Placement Agent, a copy of
the new agents acceptance of that appointment within 15 days, and, failing such
appointment within 15 days, the Placement Agent shall be entitled to appoint such a person
by notice to the Issuer. Nothing in this Agreement shall affect the right to serve process
in any other manner permitted by law.
 16. Entire Agreement
   Page 42




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17. Time of the Essence
  18. Counterparts
  THIS AGREEMENT
  Page 43




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##### 



The Issuer
 VENETIAN VENTURE DEVELOPMENT INTERMEDIATE II
 By:
    /s/ Michael A. LevenName:
    Michael A. LevenTitle:
    Director  Page 44




---



##### 



The Placement Agent
 GOLDMAN SACHS (ASIA) L.L.C.
 By:
    /s/ Eric GreenbergName:
    Eric GreenbergTitle:
    Managing Director  Page 45




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SCHEDULE 1
 TERMS AND CONDITIONS
  Page 46




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##### 



Terms and Conditions of the Bonds
 The following terms and conditions, subject to amendment, will be printed on the back of the
Certificates issued in respect of the Bonds.
 Bonds Issuer Trust Deed Trustee Agency Agreement Exchange Agents Paying Agents Transfer Agents Conditions th
 Bondholder holder Certificate
 (a)
    
    a Restricted Certificate (as defined in the Trust Deed); or(b)
    
    a Regulation S Certificate (as defined in the Trust Deed).
 1. STATUS
 pari passu
 2. FORM, DENOMINATION AND TITLE
 2.1 Form and Denomination
   Page 47




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Bond Register Registrar
 Securities Act
 2.2 Title
  3. CERTAIN COVENANTS; CERTAIN DEFINITIONS
 3.1 Negative Pledge
 Liens provided
 (a)
    
    a consent by the Bondholders to the creation or assumption of any such Lien which is not a
Permitted Lien; and(b)
    
    creating any obligation enforceable against any Restricted Subsidiary which is a Loan Party.
 3.2 Indebtedness
 provided
  Page 48




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(a)
    
    Permitted Subordinated Indebtedness; or
 (b)
    
    Indebtedness up to US$700,000,000 which ranks pari passuin right of payment with the
Obligations,
 provided
 (i)
    
    the amount of Consolidated Total Debt that would produce a Consolidated Leverage Ratio of
6.5:1; and
 (ii)
    
    US$800,000,000.
 3.3 Contingent Obligations
  (i)
    
    the Issuer or any Restricted Subsidiary may become and remain liable with respect to
Contingent Obligations under Hedging Agreements;
 (ii)
 (A)
    
    the Issuer or any Restricted Subsidiary may become and
remain liable with respect to Contingent Obligations for Indebtedness
permitted under these Terms and Conditions; and
 (B)
    
    the Issuer or any Restricted Subsidiary may guarantee any
Indebtedness otherwise permitted under these Terms and Conditions in lieu of
incurring such Indebtedness;
 (iii)
    
    the Issuer or any Restricted Subsidiary may become and remain liable for customary
indemnities under the Project Documents;
 (iv)
    
    Investments permitted under these Terms and Conditions to the extent they constitute
Contingent Obligations;
 (v)
    
    the Issuer or any Restricted Subsidiary may become liable for Contingent Obligations made on
behalf of Excluded Subsidiaries and Joint Ventures in an amount not to exceed US$300,000,000
at any time, so long as both before and after giving effect to the incurrence of such
Contingent Obligation, no Potential Event of Default or Event of Default has occurred or is
continuing; providedthat, notwithstanding the foregoing, the Issuer and the Restricted
Subsidiaries may not become liable for Contingent Obligations made on behalf of Joint Ventures
in excess of US$50,000,000 in aggregate;
  Page 49




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(vi)
    
    Contingent Obligations for reimbursement of the Concession Guarantor or other guarantors of
payment under the Land Concession Guaranty and/or Gaming Concession Guaranty;
 (vii)
    
    the Issuer or any Restricted Subsidiary may become and remain liable with respect to other
Contingent Obligations, providedthat the maximum aggregate liability, contingent or
otherwise, of the Issuer or any Restricted Subsidiaries in respect of all such Contingent
Obligations shall at no time exceed US$25,000,000; and
 (viii)
    
    the Issuer or any Restricted Subsidiary may become and remain liable with respect to
Contingent Obligations made on behalf of Affiliates of the Issuer or any Restricted Subsidiary
(other than any other Restricted Subsidiary), providedthat (a) such Contingent Obligations
support Indebtedness incurred for the purpose of financing the acquisition and/or equipping of
ferry vessels to provide ferry services to or from Macau SAR, (b) such Indebtedness is not
owed to the Issuer, any Restricted Subsidiary or any Affiliate of them, and (c) the maximum
aggregate liability, contingent or otherwise, of the Issuer and the Restricted Subsidiaries in
respect of such Contingent Obligations shall at no time exceed US$175,000,000.
 3.4 Restricted Payments
  (i)
    
    the Issuer and the Restricted Subsidiaries may redeem or repurchase any equity interests in
the Issuer or any Restricted Subsidiary held by minority shareholders or any Indebtedness of
the Issuer and the Restricted Subsidiaries to the extent such ownership by minority
shareholders is no longer required by any legal requirement imposed by Macau SAR or any
applicable gaming authority in order to preserve a Gaming License;
 (ii)
    
    if, during any taxable year, the Parent (or any member of the consolidated group of which the
Parent is the common parent) has Section 951(a) Income, the Issuer may make cash distributions
to its common shareholders, in an annual aggregate amount not to exceed (A) the amount of U.S.
Federal income tax payments made by the Parent (or any member of the consolidated group of
which the Parent is the common parent) in respect of Section 951(a) Income for the
corresponding taxable year, net of (B) applicable federal income credits and/or deductions
available to the Parent and any member of the consolidated group of which the Parent is the
common parent attributable to the operations of the Issuer and the Restricted Subsidiaries
(any such distributions referred to herein as a Tax Distribution); providedthat such Tax
Distributions shall be made during the 30-day period preceding the due date for the filing of
any tax return with respect to which the Parent (or any member of the consolidated group of
which the Parent is the common parent) is required to make a payment described in this
Condition 3.4(ii);
 (iii)
    
    the Issuer may make Restricted Payments to Restricted Subsidiaries and the Restricted
Subsidiaries may make Restricted Payments to the Issuer or another Restricted Subsidiary;
  Page 50




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##### 



(iv)
    
    to the extent such payments would be Restricted Payments, the Issuer or any Restricted
Subsidiary may make regularly scheduled or required payments to Macau SAR pursuant to the
Gaming Concession Contract and any Land Concession Contract in accordance with the terms
thereof as such are in effect on the date or as amended pursuant to the terms hereof;
 (v)
    
    VML may make payments of interest as and when due and payable (by capitalising such interest,
or, so long as no Event of Default or Potential Event of Default shall have occurred and be
continuing, with respect to up to US$115,000,000 in principal amount of VVDIL Intercompany
Debt in cash) pursuant to the terms of such VVDIL Intercompany Debt;
 (vi)
    
    the Issuer or any Restricted Subsidiary may reimburse its Affiliates for any payments made by
such Affiliates for costs incurred by the Issuer or such Restricted Subsidiary after the
Closing Date for the development of any Project;
 (vii)
    
    (i) so long as no Potential Event of Default or Event of Default shall have occurred and be
continuing and (ii) the Consolidated Leverage Ratio is less than or equal to 5.5 to 1.0, the
Issuer and the Restricted Subsidiaries may make Restricted Payments in an unlimited amount;
and
 (viii)
    
    so long as no Potential Event of Default or Event of Default shall have occurred and be
continuing after giving pro forma effect to such Restricted Payment, the Issuer may make
Restricted Payments with the proceeds of issue of the Bonds.
 3.5 Restriction on Fundamental Changes; Asset Sales
  (i)
    
    the Issuer and the Restricted Subsidiaries may dispose of obsolete, worn out or surplus
assets or assets no longer used or useful in the business of the Issuer and the Restricted
Subsidiaries in each case to the extent in the ordinary course of business;(ii)
    
    the Issuer and the Restricted Subsidiaries may incur Liens permitted under Condition 3.1;(iii)
    
    the Issuer and the Restricted Subsidiaries may have an Event of Loss;
 (iv)
    
    (a) the Restricted Subsidiaries may issue Equity Securities to the Issuer or to any other
Restricted Subsidiary; and (b) without prejudice to Condition 3.2, Sands China may issue
Equity Securities in connection with or contemplated by or to facilitate the Qualified IPO
(including, without limitation, issuing such Equity Securities to the Issuer);
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(v)
    
    the Issuer and any Restricted Subsidiary may (a) enter into leases or licenses to use in the
ordinary course of business with respect to any space (including any complementary
accommodations) on or within a Project or (b) be a party to any lease or license to use in
effect on the Closing Date; providedthat, in each case, (1) no Event of Default or Potential
Event of Default shall exist and be continuing at the time of such lease or license to use or
would occur after or as a result of entering into such lease or license to use (or immediately
after any renewal or extension thereof at the option of the Issuer and the Restricted
Subsidiaries), (2) such lease or license to use will not materially interfere with, impair or
detract from the operation of the business of the Issuer and the Restricted Subsidiaries, (3)
such lease or license to use is at a fair market rent or value (in light of other similar or
comparable prevailing commercial transactions) and contains such other terms such that the
lease or license to use, taken as a whole, is commercially reasonable and fair to the Issuer
and the Restricted Subsidiaries in light of prevailing or comparable transactions in other
casinos, hotels, hotel attractions, convention centers or shopping venues or other applicable
venues, (4) no gaming or casino operations may be conducted on any space that is subject to
such lease or license to use other than by VML and only in accordance with the Gaming
Concession Contract and all other applicable legal requirements, and (5) no lease may provide
that the Issuer and the Restricted Subsidiaries may subordinate their fee, condominium or
leasehold interest to any lessee or any party financing any lessee (other than lenders
financing residential interests in complementary accommodations, to the extent of the interest
being financed);
 (vi)
    
    any Restricted Subsidiary may be merged with (or liquidated into) the Issuer or any other
Restricted Subsidiary;
 (vii)
    
    (a) subject to Condition 3.5(v)(4), the Issuer and the Restricted Subsidiaries may sell,
lease, license or otherwise transfer assets to any other Restricted Subsidiary or the Issuer,
as applicable, and (b) the Issuer and the Restricted Subsidiaries may sell, lease, license or
otherwise transfer assets pursuant to a Permitted Investment;
 (viii)
    
    the Issuer and the Restricted Subsidiaries may license or sublicense trademarks and trade
names in the ordinary course of business;
 (ix)
    
    the Issuer and the Restricted Subsidiaries may enter into licenses and sublicenses of
intellectual property in the ordinary course of business;
 (x)
    
    the Issuer and the Restricted Subsidiaries may sell receivables for fair market value in the
ordinary course of business;
 (xi)
    
    any Restricted Subsidiary (or the Issuer) that holds direct equity interests in a Cotai Strip
Excluded Subsidiary may sell or transfer (a) up to 10% in the aggregate of the equity
interests in such Cotai Strip Excluded Subsidiary to the current or intended operator or joint
developer of the associated Excluded Casino Hotel Resort (the Permitted 10% Equity Sale);
providedthat such sale may be made only with respect to one Cotai Strip Excluded Subsidiary
which is either developing Site 5 or Site 6 (but not both), and (b) up to 49% (when aggregated
with the Permitted 10% Equity Sale) in the aggregate of the equity interests in such Cotai
Strip Excluded Subsidiary to any other Person (the Permitted VOL Equity Sale);
 (xii)
    
    the Cotai Subsidiary may, following the execution of a Casino Operation Land Concession
Contract between Macau SAR and the Cotai Subsidiary, sell, transfer, assign or sublease or
license to use such Casino Operation Land Concession Contract
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to a developer or other Person (providedthat the terms and conditions of such sale include
(a) the full release of any further obligations of the Issuer or any Restricted Subsidiary
pursuant to or under such Casino Operation Land Concession Contract (except for customary
or other reasonably appropriate indemnities, in each case with respect to title
representations, and except for obligations arising by law relating to VMLs operation or
potential operation of any casino or gaming area to be developed on the Site subject to
such Casino Operation Land Concession Contract or VMLs ownership of the
casino/showroom/retail shell on such Site and the air parcel within such shell), and
(b) a sale price (or other cash reimbursement mechanism) payable by such purchaser in cash,
simultaneously with such transfer, in an amount at least equal to all amounts previously
expended by the Issuer and any Restricted Subsidiary with regard to such Casino Operation
Land Concession Contract and all costs previously expended by the Issuer and any Restricted
Subsidiary with respect to the development of the associated property, other than
permitting fees, attorneys fees and expenses, architects fees and expenses and other
similar fees and expenses in an aggregate amount of less than US$5,000,000) to allow such
developer or other Person to build, develop, own and operate an Other Resort Project;
 (xiii)
    
    the Issuer and the Restricted Subsidiaries may sell or otherwise dispose of assets in
transactions that do not constitute Asset Sales due to clause (iii) in the parenthetical
clause of the definition thereof;
 (xiv)
    
    subject to Condition 3.8, the Issuer and the Restricted Subsidiaries may make Asset Sales of
assets having a fair market value not in excess of US$25,000,000 in the aggregate; provided
that (1) the consideration received for such assets shall be in an amount at least equal to
the fair market value thereof in the judgment of the Issuer; and (2) at least 75% of the
consideration received shall be cash or cash equivalents;
 (xv)
    
    the Cotai Subsidiary may transfer immaterial portions of any Site to the government of Macau
SAR (so long as such transfer does not impair in any material way the ability of the Issuer
and the Restricted Subsidiaries to construct, develop, open, manage and/or operate any active
Project) upon the written request of the government of Macau SAR and its stated intent to use
such portions in connection with infrastructure, roadway, utility easement, or other public
works purposes;
 (xvi)
    
    the Issuer and the Restricted Subsidiaries may transfer any assets leased or acquired with
proceeds of any financing permitted under these Terms and Conditions and secured by a
Permitted Lien to the lender or lessor providing such financing upon default, expiration or
termination of such financing;
 (xvii)
    
    the Issuer or the Cotai Subsidiary may transfer its rights pursuant to a Far East Agreement
to a third party or Excluded Subsidiary;
 (xviii)
    
    the Issuer and the Restricted Subsidiaries may (i) sell or abandon immaterial assets not
necessary for the development, construction, operation or maintenance of any active Project
and (ii) abandon a Secondary Project and sell, abandon or otherwise dispose of any assets no
longer needed in connection with a Secondary Project that has been abandoned in accordance
with the terms of the Disbursement Agreement;
 (xix)
    
    either or both Immaterial Subsidiaries may be dissolved, liquidated or wound-up; provided
that prior to such event, any assets held by the entity to be so dissolved, liquidated or
wound up are distributed to the Issuer or any Restricted Subsidiary, and that no such event
shall cause the equity interests in any surviving Restricted
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Subsidiary to be less than wholly-owned by the Issuer and/or another Restricted Subsidiary;
 (xx)
    
    the Issuer and the Restricted Subsidiaries may sell or transfer assets pursuant to a
sale-leaseback transaction permitted by Condition 3.6;
 (xxi)
    
    the Issuer or any Restricted Subsidiary may sell its interest in a Joint Venture or a
Supplier Joint Venture or in an Additional Development Excluded Subsidiary;
 (xxii)
    
    the Issuer or any Restricted Subsidiary may make Permitted Asset Dispositions; provided
that:
 (A)
    
    no Event of Default or Potential Event of Default shall
exist and be continuing at the time of the consummation of such Permitted
Asset Disposition or would occur as a result thereof;
 (B)
    
    the Trustee and the Administrative Agent under the Credit
Agreement shall have received evidence that reciprocal easement arrangements,
condominium by-laws or deeds of mutual covenant, shall have been entered into
between the Issuer and Restrictive Subsidiaries on one hand and the purchaser
of such Project on the other hand;
 (C)
    
    the Trustee shall have received a certificate of VML that
such Permitted Asset Disposition will not (other than to a de minimis extent)
increase the risk of any loss of or reversion under the Gaming Concession
Contract or any relevant Land Concession Contract; and
 (D)
    
    in the case of Permitted Asset Dispositions comprising any
portion of the Venetian Macao Overall Project or the Four Seasons Macao
Overall Project (1) such sale could not reasonably be expected to materially
adversely impact the ability of VML to obtain, or the timing of VMLs receipt
of, (x) an occupation certificate regarding such Projects or (y) the final
registration of the Venetian Macao Land Concession Contract and (2) except in
the case of a Permitted Asset Disposition consisting of a sale of the Four
Seasons Macao Mall or the Venetian Macao Mall or any complementary
accommodations, there shall be no remaining material obligations necessary to
be fulfilled in order to obtain a final registration of the Venetian Macao
Land Concession Contract (other than obligations the satisfaction of which
are not affected by the lack of ownership or possession of the assets sold in
such Permitted Asset Disposition);
 (xxiii)
    
    the Cotai Subsidiary may sell construction equipment having a fair market value not in
excess of US$25,000,000 in the aggregate;
 (xxiv)
    
    as permitted under these Terms and Conditions or the Credit Agreement or its related
security documents (for this purpose, disregarding any amendment, restatement or supplement to
the Credit Agreement or its related security documents entered into on or after the date of
the Placing Agreement); and
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(xxv)
    
    the Issuer and the Restricted Subsidiaries may sell or transfer assets (including equity
interests in Excluded Subsidiaries) pursuant to any corporate reorganisation or restructuring
required or necessary in connection with or contemplated by or to facilitate the Qualified
IPO.
 3.6 Sales and Lease-Backs
  (a)
 (i)
    
    with assets of a type or types otherwise permitted to be financed under these
Terms and Conditions; and
 (ii)
    
    in an aggregate principal amount with respect to any such lease at any one
time outstanding, taken together with all Shareholder Subordinated Indebtedness and
the sale-leaseback transactions permitted under sub-clause (b) below (without
duplication) not to exceed US$500,000,000; or
 (b)
    
    which are permitted under the Credit Agreement (for this purpose, disregarding any amendment,
restatement or supplement to the Credit Agreement entered into on or after the date of the
Placing Agreement).
 3.7 Transactions with Shareholders and Affiliates
  (i)
    
    transactions that are on terms that are not less favourable to the Issuer and the Restricted
Subsidiaries than those that might be obtained at the time from Persons who are not such an
Affiliate if the Issuer has delivered to the Trustee a certificate executed by two directors
of the Issuer certifying that such transaction complies with Condition 3.7 and a board
resolution of the Issuer or the relevant Restricted Subsidiary, approving such transaction;
 (ii)
    
    transactions in effect on the Closing Date that are either:
 (A)
    
    required by the Listing Rules; or
 (B)
    
    on terms which are not less favourable than arms length
terms,
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and any replacement or extension of such transactions;
 (iii)
    
    any employment, compensation, indemnification, noncompetition or confidentiality agreement
or arrangement entered into by any of the Issuer and the Restricted Subsidiaries with its
employees or directors in the ordinary course of business or as approved by a majority of the
members of the board of directors of such Restricted Subsidiary or the Issuer in its
reasonable determination;
 (iv)
    
    transactions between or among the Issuer and the Restricted Subsidiaries not otherwise
expressly prohibited under these Terms and Conditions and the Trust Deed;
 (v)
    
    Shareholder Subordinated Indebtedness;
 (vi)
    
    issuances of Equity Securities by the Issuer and the Restricted Subsidiaries as permitted
under these Terms and Conditions and the Trust Deed;
 (vii)
    
    Contingent Obligations permitted by Condition 3.3 and Restricted Payments and Permitted
Investments permitted by Condition 3.4;
 (viii)
    
    (i) license agreements with an Excluded Subsidiary (including licenses permitting an
Excluded Subsidiary to use intellectual property of the Issuer or any Restricted Subsidiaries)
and (ii) any other agreements with an Excluded Subsidiary not specifically prohibited by the
Terms and Condition, provided the terms of such other agreement under clause (ii) or any
amendment to such agreement are no less favourable to the Issuer and the Restricted
Subsidiaries than those that would have been obtained in a comparable transaction by the
Issuer or any Restricted Subsidiaries with an unrelated Person;
 (ix)
    
    any agreement not specifically prohibited under these Terms and Conditions and the Trust Deed
by an Excluded Subsidiary to pay management fees to the Issuer or any Restricted Subsidiaries
directly or indirectly;
 (x)
    
    transactions permitted by Condition 3.5;
 (xi)
    
    purchases of materials or services from a Supplier Joint Venture by the Issuer or any
Restricted Subsidiaries in the ordinary course of business on arms length terms;
 (xii)
    
    shared services arrangements and/or agreements among the Issuer and the Restricted
Subsidiaries, Cotai Strip Excluded Subsidiaries, Additional Development Excluded Subsidiaries,
and/or owners, developers or managers of the Other Resort Projects, so long as the liabilities
and obligations of any of the Issuer and the Restricted Subsidiaries thereunder are on
commercially reasonable terms and do not represent more than the pro rata share of the Issuer
and the Restricted Subsidiaries of the services provided as determined by the Issuer and the
Restricted Subsidiaries and certified to the Trustee in writing by a director of the Issuer;
 (xiii)
    
    the contemplated purchase by the Issuer of the casino shell within any Other Resort
Project, the operation of which casino is intended to comprise a Casino Operation Project;
 (xiv)
    
    Investments in, and licenses and other agreements with, Joint Ventures and Supplier Joint
Ventures;
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(xv)
    
    the operation of Excluded Casinos and the contemplated purchase by VML of the Excluded
Casinos;
 (xvi)
    
    reciprocal easement and other similar agreements (including condominium rules) required to
be entered into pursuant to the Credit Agreement and its related security agreements;
 (xvii)
    
    the Intellectual Property License Agreement dated 25 May 2006 between, among others, the
Parent and VML and the transactions contemplated thereby;
 (xviii)
    
    agreements and other arrangements entered into in connection with the Qualified IPO in
order to facilitate such Qualified IPO that are either:
 (A)
    
    required by the listing rules and procedures of the
applicable Qualified Exchange; or
 (B)
    
    on terms which are not less favourable than arms length
terms;
 (xix)
    
    the contemplated transfer (the AH Transfer) by VML of all or substantially all of the apart
hotel tower component of the Four Seasons Macau Resort Project to a wholly-owned Excluded
Subsidiary in exchange for such Excluded Subsidiary granting to VML (or being obligated to
grant to third parties selected by VML) the right of use for each apartment in such tower,
providedthat the AH Transfer must comply with all of the requirements set forth in Condition
3.5(xxii) above;
  (xxi)
    
    loans or advances to employees of the Issuer or any Restricted Subsidiary permitted under
clause (h) of the definition of Permitted Investments;
 (xxii)
    
    transactions required or necessary in connection with or contemplated by the Qualified IPO;
and
 (xxiii)
    
    without duplication with items (i) to (xxii) above, any other transaction that is permitted
under subsection 7.10 of the Credit Agreement (for this purpose, disregarding any amendment,
restatement or supplement to the Credit Agreement entered into on or after the date of the
Placing Agreement).
 3.8 Disposal and Issue of Equity Securities
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3.9 Conduct of Business
 provided
 3.10 No Restrictions on Restricted Subsidiary Distributions
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provided
 3.11 Fiscal Year
  3.12 Winding Up or Dissolution
  3.13 Recapitalisation and Redemption of Shares
  3.14 Amendment of Rights
  3.15 Notice of Qualified IPO
  (i)
    
    notice to the Bondholders pursuant to Condition 15, the Trustee, the Registrar and the
Transfer Agents of listing permission in principle or approval in principle being granted in
respect of the Qualified IPO and the amount of issued share capital of Sands China immediately
before and after such Qualified IPO no later three days after the date on which such
permission in principle or approval in principle is granted; and
 (ii)
    
    notice to the Bondholders pursuant to Condition 15, the Trustee, the Registrar and the
Transfer Agents of the proposed date of the Qualified IPO on the Prospectus Date.
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3.16 Financial Statements and Other Documents
  (i)
    
    as soon as the same become available, but in any event within 105 days after the end of each
Fiscal Year of the Issuer, the audited consolidated financial statements of the Issuer and the
Subsidiaries for that Fiscal Year prepared in accordance with GAAP;
 (ii)
    
    as soon as the same become available, but in any event within 60 days after the end of the
first half of each Fiscal Year of the Issuer, the unaudited consolidated financial statements
of the Issuer and the Subsidiaries for that first half of the Fiscal Year prepared in
accordance with GAAP;
 (iii)
    
    as soon as the same become available and as permitted by any applicable laws and regulations
(including the Listing Rules), all documents, notices and other communications disclosed by
Sands China, the Issuer or any Subsidiary of the Issuer to the public in connection with any
Qualified IPO or any proposed Qualified IPO; and
 (iv)
    
    in the event that the Issuer incurs any Indebtedness after the date on which the Bonds are
issued pursuant to the first proviso set forth in Condition 3.2, the Issuer shall provide a
certificate demonstrating the Issuers compliance with the Incurrence Test, together with
supporting calculations, as of the most recent date of determination for: (x) if such date is
a Quarterly Date, the Fiscal Quarter ending on such date and each of the three immediately
preceding Fiscal Quarters, or (y) if such date is not a Quarterly Date, the four full Fiscal
Quarters most recently ended, after giving pro forma effect to the incurrence of any such
Indebtedness, as certified by a director or officer of the Issuer; providedthat such
information shall only be furnished to the Bondholder who provided such information request to
the Trustee,
  3.17 Parent Letters of Credit
 (i)
    
    On or prior to the Closing Date, the Issuer shall deliver (or cause to be delivered) the
First Parent L/C to the Trustee.
 (ii)
    
    On or prior to the first Interest Payment Date, the Issuer shall deliver (or cause to be
delivered) the Second Parent L/C to the Trustee.
 3.18 Certain Definitions for the Purposes of these Conditions
  3.19 Suspension of Certain Covenants Subject to Satisfaction of Leverage Test
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3.20 Payments between Restricted Subsidiaries
  4. TRANSFERS OF BONDS; ISSUE OF CERTIFICATES
 4.1 Transfers and Register
   (i)
    
    the Certificate issued in respect of that Bond accompanied by a form of transfer duly
completed and signed;(ii)
    
    a deed of undertaking in the form set out in Schedule 5 duly executed by the new holder; and
 (iii)
    
    a transfer certificate (in the form set out in the Agency Agreement) duly completed and
executed by the existing holder and (if applicable) the new holder,
 Notification Date provided
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Closed Period
 4.2 Delivery of New Certificates
  4.3 Formalities Free of Charge
  4.4 Regulations
  5. INTEREST
 5.1 Interest Rate and Interest Period
 Closing Date Interest Payment Date
  Interest Period
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5.2 Accrual of Interest
   5.3 Payments in Kind upon Exchange
    (a)
    
    no additional Certificate shall be issued, nor will any existing Certificate be amended, in
respect of the additional principal amount so converted from the interest accrued on the
Bonds; and
 (b)
    
    the Registrar shall amend the Bond Register to reflect the increased principal amount of the
Bonds.
 6. EXCHANGE
 6.1 Mandatory Exchange
 (i)
    
    Subject as hereinafter provided, the principal amount of each Bond (including such principal
amount converted from interest pursuant to Condition 5.3) shall be automatically exchanged for
the Exchange Shares at the Exchange Price on the date of the Qualified IPO (the Exchange
Date). Without prejudice to the obligations of the Issuer under Condition 3.15, the Issuer
shall forthwith upon final determination of the date of the Qualified IPO by Sands China, send
or procure Sands China to send a
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written notice to the Bondholders
pursuant to Condition 15 advising the
Bondholders of: (i) the Exchange Date
and (ii) the Exchange Price (if then
available). For the avoidance of doubt,
if the Exchange Shares are not issued
and delivered to the Bondholders
pursuant to Condition 6.2(iii) below, or
made available for collection pursuant
to Condition 6.2(iii) below, on the
Exchange Date in accordance with these
Terms and Conditions, the Trust Deed and
the Agency Agreement, the Issuer and the
Bondholders shall continue to possess
and be subject to the rights and
obligations set forth in these Terms and
Conditions, the Trust Deed and the
Agency Agreement.(ii)
    
    Exchange Price:The price at which Exchange Shares will be issued and delivered upon exchange (the Exchange
Price) will be the issue price per Share to be issued or placed out pursuant to the
Qualified IPO on the Exchange Date (if denominated in a currency other than HK$, the issue
price per share shall be converted to HK$ at the Applicable Exchange Rate on the third day
prior to the Exchange Date) multiplied by 90%. The number of Exchange Shares to be issued
and delivered will be determined by dividing (x) the principal amount of the Bonds to be
exchanged, translated into HK$ at the Applicable Exchange Rate on the third day prior to
the Exchange Date (including such additional principal amount of the Bonds converted from
accrued interest pursuant to Condition 5.3), by (y) the Exchange Price and, subject to the
provisions of Condition 6.1(iii), rounding the resulting number down to the nearest whole
number of the Exchange Shares.If more than one Bond shall be subject to exchange at any one time by the same Bondholder
and the Exchange Shares to be issued and delivered on such exchange are to be issued and
delivered to or to the order of the same person, the number of Exchange Shares to be issued
and delivered and any sum payable to that Bondholder will be calculated on the basis of the
aggregate principal amount of the Bonds of that Bondholder to be exchanged.(iii)
    
    Fractions Arising on Exchange:No fraction of an Exchange Share which is not divisible shall be issued and delivered on
exchange of the Bonds and the Issuer shall not be under any obligation to make any payment
to Bondholders in respect of any such fractions and any such fraction will be rounded down
to the nearest whole multiple of a Share.
 6.2 Procedure for Exchange:
 (i)
    
    Exchange Notices:To receive the Exchange Shares, the Bondholder must complete, execute and deposit at such
Bondholders expense during the office hours between 9:00 a.m. and 3:00 p.m. at least five
Business Days prior to the Exchange Date at the specified office of any Exchange Agent, a
notice of exchange (an Exchange Notice) in the form (for the time being current) obtainable
from the specified office of any Exchange Agent and in duplicate, together with the
relevant Certificate (and any certificates and other documents as may be required by
applicable law). For the avoidance of doubt, each Bondholder shall be entitled to
designate a nominee to hold on its behalf the Exchange Shares to be issued and delivered
upon exchange under this Condition 6 providedthat such designations shall be made in the
relevant Exchange Notice and the Bondholder remains the beneficial owner of such Exchange
Shares.
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(ii)
    
    Stamp and Other Duties and Payments:The Issuer must pay directly to the applicable taxing authority all capital, stamp, issue,
registration, documentary or similar taxes or duties or transfer costs and expenses (if
any) arising in connection with the exchange of a Bond payable in any jurisdiction (which
shall be the responsibility of Issuer as discussed below) consequent upon the issue or
delivery of Exchange Shares or any other securities, property or cash. If the Issuer fails
to pay any such expenses, the relevant Bondholder may (but is not obligated to) tender and
pay such expenses. The Issuer shall reimburse each Bondholder in respect of the payment of
such taxes, costs and expenses and any penalties paid in respect thereof. Neither the
Trustee nor the Exchange Agents shall be under any obligation to determine whether the
Issuer is liable to make any payment (and the amount of any payment) under this Condition
6.2(ii).(iii)
    
    Issue and Delivery of Exchange Shares:The Issuer shall no later than 10:00 am (Hong Kong time) on the Exchange Date cause the
Exchange Shares to be issued to each Bondholder by crediting, or procuring the crediting
of, such shares to the securities account of each Bondholder specified in the relevant
Exchange Notice or as otherwise specified in the Exchange Notice, providedthat such
Exchange Notice is delivered by the Exchange Agent to the Issuer no later than 12:00 noon
(Hong Kong time) on the third Business Day prior to the Exchange Date (the Cut Off Time).No Exchange Shares may be allotted and issued to a person other than the Bondholder, its
nominee or trustee except with the consent of the Issuer (which consent shall not
unreasonably be withheld, it being understood that: (i) consent may not be withheld with
respect to allotment and issue to one of the Affiliates of the Bondholder (except such
consent may be withheld pursuant to sub-clause (ii) below) provided that such Affiliate
remains an Affiliate of such Bondholder after the allotment and issue; and (ii) consent may
be withheld with respect to allotment and issue 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 allotment 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).In the event the Issuer has not received from the Exchange Agent a duly completed Exchange
Notice in respect of the Exchange Shares issuable with respect to a Bond on exchange of the
Bonds prior to the Cut Off Time, the Issuer shall nonetheless on the Exchange Date cause
such Exchange Shares to be issued and allotted to the Bondholder of such Bond and the
certificate(s) of such Exchange Shares to such Bondholder to be made available for
collection by such Bondholder on the Exchange Date at the office of the share registrar of
Sands China in Hong Kong subject to the deposit of the relevant Certificate(s) by such
Bondholder at the specified office of any Exchange Agent.The relevant Bondholder (or, to the extent permitted by law, the person designated in the
relevant Exchange Notice, as the case may be) will with effect from the Exchange Date, be
deemed and treated by the Issuer for all purposes as the shareholder of the number of
Exchange Shares deliverable upon exchange of the relevant Bonds (and the Issuer shall
procure Sands China to treat such relevant Bondholder as shareholder of such Exchange
Shares) and, in respect of such number of Exchange Shares, will be
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entitled to all rights, distributions or payments in respect of such number of Exchange
Shares from the Exchange Date, subject to and in accordance with the memorandum and
articles of association of Sands China and these Conditions (in particular without
limitation Condition 6.3).(v)
    
    Exchange Shares:All Exchange Shares issued and delivered upon exchange of the Bonds shall be issued and
delivered with full title guarantee and free from any and all Liens. The Exchange Shares to
be issued and delivered on exchange of the Bonds will be fully paid and will rank pari
passuwith all fully paid Shares of the same class in issue on the Exchange Date.(vi)
    
    Cancellation of BondsAll Bonds will be cancelled, the Bondholders name will be removed from the Bond Register
and all Certificate(s) will become null and void and cease to have effect on the Exchange
Date following delivery of all the Exchange Shares deliverable on exchange of the Bonds in
accordance with Condition 6.2(iii), the Trust Deed and the Agency Agreement.
 6.3 Voting Rights, etc.
  7. PAYMENTS
 7.1 Redemption Amount
 Redemption Amount
 7.2 Registered Accounts
  7.3 Payment Instruction
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7.4 Interest and Delay in Payment
  provided
 7.5 Legal Holidays
  7.6 Partial Payment
  7.7 Fiscal Laws
  8. REDEMPTION, PURCHASE AND CANCELLATION
 8.1 Redemption at Maturity
 Maturity Date
 Final Redemption Amount
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8.2 Redemption at the Option of the Issuer
 Issuer Optional
Redemption Date Issuer Optional Redemption Notice
 (a)
    
    be irrevocable;(b)
    
    specify the Issuer Optional Redemption Date;
 (c)
    
    in the case of a partial redemption, the percentage of the total outstanding principal amount
of the Bonds to be redeemed (the Relevant Percentage); and
 (d)
    
    shall oblige the Issuer to redeem the Bonds at the Early Redemption Amount together with
accrued but unpaid interest on the Issuer Optional Redemption Date specified in such notice,
 provided
 (i)
    
    on any Issuer Optional Redemption Date the Issuer shall issue to the holder of each Bond a
warrant instrument in the form set out in Schedule 4 in respect of each Bond and, for the
avoidance of doubt, a Bondholder holding such number of Bonds so redeemed by the Issuer on
such Issuer Optional Redemption Date shall be entitled to receive an equivalent number of
warrants in the form set out in Schedule 4; and
 (ii)
    
    the Issuer may not issue such notice or designate an Issuer Optional Redemption Date unless
the proposed redemption relates to Bonds the total principal amount of which (after being
rounded down pursuant to the next sentence) is not less than US$50,000,000.
  (a)
    
    the total number of Bonds held by such Bondholder; by(b)
    
    the Relevant Percentage,
  Early Redemption Amount
 8.3 Redemption at the Option of Bondholders
 Bondholder Optional Redemption Date
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8.4 Repurchase in the Event of Change of Control
 Change of Control Notice
 Change of Control Put
Right Change
of Control Put Date Change of Control Put
Price
 8.5 Repurchase Procedures
  (i)
    
    the Change of Control Put Date;(ii)
    
    the date of such Change of Control and, briefly, the events causing such Change of Control;(iii)
    
    the date by which the Redemption Demand (as defined below) must be given;(iv)
    
    the Change of Control Put Price;(v)
    
    the names and addresses of all Paying Agents;
 (vi)
    
    the procedures that Bondholders must follow and the requirements that holders must satisfy in
order to exercise their the Change of Control Put Right; and
 (vii)
    
    that a Redemption Demand, once validly given, may not be withdrawn.
 Redemption Demand
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8.6 Purchases
  8.7 Cancellation
  8.8 Redemption Notices
  9. TAXATION
 Payor Taxes
 (1)
    
    Cayman Islands, Macau SAR or any political subdivision or governmental authority thereof or
therein having power to tax;
 (2)
    
    any jurisdiction from or through which payment on the Bonds is made, or any political
subdivision or governmental authority thereof or therein having the power to tax; or
 (3)
    
    any other jurisdiction in which a Payor is organised or otherwise considered to be a resident
for tax purposes, or any political subdivision or governmental authority thereof or therein
having the power to tax (each of clause (1), (2) and (3), a Relevant Taxing Jurisdiction),
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Additional Amounts
 (i)
    
    any Taxes that would not have been imposed, deducted or withheld but for the Bondholder being
or having been connected with a Relevant Taxing Jurisdiction or any political subdivision
thereof (including without limitation being a citizen or resident or national of, or carrying
on a business or maintaining a permanent establishment in, or being physically present in a
Relevant Taxing Jurisdiction) other than merely by holding such Bond or receiving the
applicable Redemption Amount, interest or default interest, in respect thereof; or(ii)
    
    any Taxes imposed, deducted or withheld by reason of the failure of a Bondholder to comply
with a reasonable request of the Issuer to provide information, documents or other evidence
concerning the nationality, residence or identity of the Bondholder pursuant to any
requirement or provision under a statute, treaty, regulation or administrative practice to
establish entitlement to exemption from or reduction of all or part of any Taxes; or(iii)
    
    any Taxes imposed, deducted or withheld by reason of the failure of a Bondholder to present
a Bond (where presentation is required) for payment within 30 days after the Relevant Date
except to the extent that the holder thereof would have been entitled to such additional
payment on presenting the same for payment on the last day of such 30-day period; for this
purpose the Relevant Datein relation to any payments of the applicable Redemption Amount of,
interest or default interest, on, any Bond means: (a) the due date for payment thereof, or (b)
if the full amount of the monies payable on such date has not been received by the Trustee on
or prior to such due date, the date on which, the full amount of such monies having been so
received, notice to that effect is duly given to holders of the Bonds in accordance with the
Trust Deed; or(iv)
    
    any Taxes that are imposed, deducted or withheld on a payment to an individual pursuant to
European Council Directive 2003/48/EC (the Directive) or pursuant to any law implementing or
complying with, or introduced in order to conform to the Directive; or(v)
    
    any Taxes that are imposed, deducted or withheld that a Bondholder could have avoided by
presenting (where presentation is required) the relevant Bond to, or otherwise accepting
payment from, another paying agent in a member state of the European Union; or(vi)
    
    any combination of (i) through (v) above.
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10. EVENTS OF DEFAULT
 Event of Default
 (i)
    
    a default is made in the payment of any principal (including the Final Redemption Amount or
the Early Redemption Amount) or interest due in respect of the Bonds;
 (ii)
    
    failure by the Issuer to procure the issue and delivery of the Exchange Shares as and when
such Exchange Shares are required to be issued and delivered following exchange of a Bond;
 (iii)
    
    the Issuer or any Restricted Subsidiary does not perform or comply with one or more of its
other obligations in the Bonds, Trust Deed or the Agency Agreement which default is incapable
of remedy or, if capable of remedy, is not remedied within thirty (30) days after written
notice of such default shall have been given to the Issuer by the Trustee;
 (iv)
    
    any party to the Deed of Subordination does not perform or comply with one or more of its
other obligations under the Deed of Subordination;
 (v)
    
    the Issuer or any Restricted Subsidiary is (or is deemed by law or a court to be) insolvent
or bankrupt or unable to pay its debts, stops, suspends or threatens to stop or suspend,
payment of all of (or all of a particular type of) its debts, proposes or makes any agreement
for the deferral, rescheduling or other readjustment of all of (or all of a particular type
of) its debts (or of any part which it will otherwise be unable to pay when due), proposes or
makes a general assignment or an arrangement or composition with or for the benefit of the
relevant creditors in respect of any of such debts or a moratorium is agreed or declared in
respect of or affecting all or any part of (or of a particular type of) the debts of the
Issuer or any Restricted Subsidiary;
 (vi)
    
    (i) the Indebtedness under the Credit Agreement becomes or becomes capable of being declared
due and payable prior to its stated maturity by reason of any actual or potential default,
event of default or the like (howsoever described), or (ii) any steps are taken for the
enforcement of any part of the security granted in favour of the lenders under the Credit
Agreement;
 (vii)
    
    (i) any other present or future Indebtedness of the Issuer or any Restricted Subsidiary
becomes (or becomes capable of being declared) due and payable prior to its stated maturity by
reason of any actual or potential default, event of default or the like (howsoever described),
or (ii) any such Indebtedness is not paid when due or, as the
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case may be, within any applicable grace period, or (iii) the Issuer or any Restricted
Subsidiary fails to pay when due any amount payable by it under any present or future
guarantee for, or indemnity in respect of, any moneys borrowed or raised, providedthat the
aggregate amount of the relevant Indebtedness, guarantees and indemnities in respect of
which one or more of the events mentioned above in this Condition 10(A)(vii) have occurred
equals or exceeds US$100 million or its equivalent (if the amount of such Indebtedness,
guarantees and indemnities is denominated in: (a) HK dollars, converted to US dollars at
the Applicable Exchange Rate; or (b) other currencies, as reasonably determined on the
basis of the middle spot rate for the relevant currency against the US dollars as quoted by
any leading bank selected by the Issuer and approved by the Trustee, in each case, on the
day on which such Indebtedness becomes due and payable or is not paid or any such amount
becomes due and payable or is not paid under any such guarantee or indemnity);
 (viii)
    
    a distress, attachment, execution or other legal process is levied, enforced or sued out on
or against any material part of the property, assets or revenues of the Issuer or any
Restricted Subsidiary of the Issuer, which is material to the Issuer and the Restricted
Subsidiaries as a whole, and is not discharged or stayed within fourteen (14) days;
 (ix)
    
    an order is made or an effective resolution passed for the winding-up or dissolution
(otherwise than on a solvent basis), judicial management or administration of the Issuer, any
Restricted Subsidiary, or the Issuer or any Restricted Subsidiary ceases or threatens to cease
to carry on all or substantially all of its business or operations, except for the purpose of
and followed by a reconstruction, amalgamation, reorganisation, merger or consolidation on
terms approved by an Ordinary Resolution of the Bondholders;
 (x)
    
    an encumbrancer takes possession or an administrative or other receiver or an administrator
is appointed of the whole or any substantial part of the property, assets or revenues of the
Issuer or any of the Restricted Subsidiary (as the case may be), which is material to the
Issuer and the Restricted Subsidiaries as a whole, and is not discharged within fourteen (14)
days;
 (xi)
    
    it is or will become unlawful for the Issuer or any Restricted Subsidiary to perform or
comply with any one or more of its obligations under any of the Bonds, the Agency Agreement or
the Trust Deed;
 (xii)
    
    it is or will become unlawful for any party to the Deed of Subordination to perform or
comply with any one or more of its obligations under the Deed of Subordination;
 (xiii)
    
    any step is taken by any person with a view to the seizure, compulsory acquisition,
expropriation or nationalisation of all or a material part of the assets of the Issuer or any
Restricted Subsidiary, which is material to the Issuer and the Restricted Subsidiaries as a
whole and is not discharged within fourteen (14) days;
 (xiv)
    
    any action, condition or thing (including the obtaining or effecting of any necessary
consent, approval, authorisation, exemption, filing, licence, order, recording or
registration) at any time required to be taken, fulfilled or done in order (a) to enable each
of the Issuer and the Restricted Subsidiaries lawfully to exercise its rights and perform and
comply with its obligations under the Bonds, the Trust Deed and the Agency Agreement, (b) to
ensure that those obligations are legally binding and enforceable and (c) to make the Bonds,
the Trust Deed and the Agency Agreement admissible in evidence in the courts of England is not
taken, fulfilled or done;
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(xv)
    
    any action, condition or thing (including the obtaining or effecting of any necessary
consent, approval, authorisation, exemption, filing, licence, order, recording or
registration) at any time required to be taken, fulfilled or done in order (a) to enable each
party to the Deed of Subordination lawfully to exercise its rights and perform and comply with
its obligations under the Deed of Subordination, (b) to ensure that those obligations are
legally binding and enforceable and (c) to make the Deed of Subordination admissible in
evidence in the courts of England is not taken, fulfilled or done;
 (xvi)
    
    the Deed of Subordination is unenforceable or invalid or shall for any reason cease to be in
full force and effect with respect to any party thereto or is claimed to be unenforceable,
invalid or not in full force and effect by any party thereto;
 (xvii)
    
    any of the Gaming Concession Guaranty, Gaming License and the Gaming Concession Contract (or
any amendment or supplement in relation thereto) is revoked or becomes unenforceable or
invalid or shall for any reason cease to be in full force and effect;
 (xviii)
    
    Sands China fails to keep available for issue free from pre-emptive rights and Liens
sufficient unissued capital of Sands China for exchange of the Bonds pursuant to these Terms
and Conditions and the Trust Deed; or
 (xix)
    
    any event occurs which under the laws of any relevant jurisdiction has an analogous effect
to any of the events referred to in paragraphs (v) to (x) and (xiii) above,
  11. PRESCRIPTION
  12. REMEDIES AND ENFORCEMENT
 12.1 Suits for Enforcement:
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12.2 Limitations on Suits by Bondholders:
  13. MEETINGS OF BONDHOLDERS; MODIFICATION AND WAIVER
    Page 75




---



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14. REPLACEMENT OF CERTIFICATES
 provided
 15. NOTICES
  16. CURRENCY INDEMNITY
   Page 76




---



##### 



17. SATISFACTION AND DISCHARGE OF THE TRUST DEED
  18. AGENTS
 provided provided further
 19. INDEMNIFICATION
   Page 77




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20. GOVERNING LAW AND JURISDICTION
   Page 78




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SCHEDULE 1
 Indebtedness existing on the Closing Date
 Loan Agreement
    
    Borrower
    
    Amount of Indebtedness1.
    
    Credit Agreement
    
    VML US
    
    US$3.3 billion2.
    
    Loan Agreement dated
18 March 2008 between
VML and Banco
Nacional Ultramarino,
SA
    
    VML
    
    Approximately US$11 million3.
    
    Various capital leases
    
    Various Restricted
Subsidiaries of the
Issuer
    
    Approximately $575,000
  Page 79




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SCHEDULE 2
 Intentionally omitted
  Page 80




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SCHEDULE 3
 Definitions
 Additional Development Excluded Subsidiaries
 Additional Developments
 Affiliate
 Applicable Exchange Rate
 Applicable Interest Rate
 (a)
    
    for the period from (and including) the Closing Date to (but excluding) 4 September 2010, 9%
per annum;
 (b)
    
    for the period from (and including) 4 September 2010 to (but excluding) 4 September 2011, 12%
per annum; and
 (c)
    
    for the period from (and including) 4 September 2011 to (but excluding) the Maturity Date,
15% per annum.
 Architectural Services Agreement
 (a)
    
    with respect to the Sands Macao Podium Expansion Project, that certain Architectural Services
Agreement dated as of 6 September 2002 between VML and Paul Steelman, Ltd., as supplemented
and amended by that certain change order dated as of 4 March
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##### 



2005, and that certain Lead Consultants Agreement dated as of 23 May 2006 between VML and
Aedas (Macau) Limited;
 (b)
    
    with respect to the Venetian Macao Overall Project, that certain Lead Consultants Agreement
dated as of 14 November 2005, by and among Venetian Cotai Limited, Aedas (Macau) Limited and
HKS Architecture, Ltd; and
 (c)
    
    with respect to any other active Project, any other material agreement relating to the
provision of architectural or design services for such Project entered into by Sands China,
the Issuer or any Restricted Subsidiary.
 Asset Sale
 (a)
    
    any of the Equity Securities of any of such sellers direct Subsidiaries;
 (b)
    
    substantially all of the assets of any division or line of business of the Issuer or any
Restricted Subsidiary; or
 (c)
    
    any other assets (whether tangible or intangible) of the Issuer or any Restricted Subsidiary
(other than (i) inventory or goods sold in the ordinary course of business, (ii) sales,
transfers or other dispositions permitted by subsections (i), (ii), (iii), (iv), (v), (vi),
(vii), (viii), (ix), (x), (xi), (xii), (xviii), (xix) or (xxiii) of Condition 3.5, or (iii)
any other assets to the extent that the fair market value of such assets sold during any
Fiscal Year is less than or equal to US$3,000,000).
 Average Life
 Business Day
 Capital Lease
 Casino Operation Land Concession Contract
 Casino Operation Project
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Change of Control
 Code
 Concession Guarantor BNU
 Conforming Adelson L/C provided provided
 Conforming Adelson L/C Draw Event
 (a)
    
    an event of default as defined in the Credit Agreement (which is continuing as of the date of
drawing under such Conforming Adelson L/C and has not been waived) set forth in subsection
8.1, 8.2, 8.6, 8.7 or 8.13 of the Credit Agreement or resulting from a breach of any of the
covenants set forth in subsection 7.6 of the Credit Agreement;
 (b)
    
    if such Conforming Adelson L/C has a maturity of less than twenty-four months, either (x) the
Administrative Agents receipt of notice from the issuer of the Conforming Adelson L/C that
such issuer will not renew the Conforming Adelson L/C or (y) the date that is five days prior
to the expiration of the Conforming Adelson L/C if the Administrative Agent has not received
evidence of the renewal thereof, providedthat the Administrative Agent may not draw down on
the Conforming Adelson L/C under such circumstances if and only if Sheldon G. Adelson or his
Affiliates substitute cash equity in VML in an amount equal to the face amount of the
Conforming Adelson L/C in lieu of the Conforming Adelson L/C on or before the date that is
five days prior to the expiration thereof (such equity to be substituted for
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the withdrawn Conforming Adelson L/C in the calculation of Consolidated Adjusted EBITDA);
or
 (c)
    
    the Administrative Agents receipt of notice from the issuer of the Conforming Adelson L/C
that such issuer intends to revoke, terminate or cancel the Conforming Adelson L/C, provided
that the Administrative Agent may not draw down on the Conforming Adelson L/C under such
circumstances if and only if Sheldon G. Adelson or his Affiliates substitute cash equity in
VML in an amount equal to the face amount of the Conforming Adelson L/C in lieu of the
Conforming Adelson L/C on or before the date that is five days prior to the revocation,
termination or cancellation thereof (such equity to be substituted for the withdrawn
Conforming Adelson L/C in the calculation of Consolidated Adjusted EBITDA).
 Consolidated Adjusted EBITDA provided provided
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##### 



provided
 Consolidated Interest Expense
 Consolidated Leverage Ratio
 Consolidated Net Income provided
  Page 85




---



##### 



provided
 Consolidated Total Debt
 Construction Contracts
 Construction Management Agreement
 (a)
    
    with respect to the Venetian Macao Overall Project, that certain Construction Management
Agreement dated as of 29 April 2005 between Venetian Cotai Limited and Hsin Chong Construction
(Macau) Limited;
 (b)
    
    with respect to any other active Project, any agreement relating to the provision of
construction management services for such Project entered into by Sands China, the Issuer or
any Restricted Subsidiary on or after the Closing Date; and
 (c)
    
    any replacement of the forgoing agreements described in sub-clauses (a) and (b).
 Construction Manager
 (a)
    
    with respect to the Primary Projects, Hsin Chong Construction (Macau) Limited, a corporation
organised under the laws of Macau SAR; and
 (b)
    
    with respect to any other active Project, any construction manager party to any Construction
Management Agreement relating to such Project.
 Contractors
 Contingent Obligation
  Page 86




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##### 



Cotai Plan
 Cotai Strip
 Cotai Strip Excluded Subsidiaries
 Cotai Strip Infrastructure Project
 Cotai Strip Investment Project
 Cotai Subsidiary
 Credit Agreement Administrative
Agent
  Page 87




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Deed of Subordination
 Disbursement Agreement
 Equity Securities
 Event of Loss
 (a)
    
    any loss, destruction or damage of such property or asset;
 (b)
    
    any actual condemnation, seizure or taking by exercise of the power of eminent domain or
otherwise of such property or asset, or confiscation of such property or asset or the
requisition of the use of such property or asset; or
 (c)
    
    any settlement in lieu of clause (b) above.
 Exchange Shares
 Excluded Bank Accounts
 Excluded Casino
 Excluded Casino Hotel Resorts
 Excluded Casino Interest
  Page 88




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##### 



Excluded Subsidiaries
 Far East Agreement
 FF&E Documents
 FF&E Facility
 First Parent L/C provided provided
 Fiscal Quarter
 Fiscal Year
  Page 89




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##### 



Four Seasons Macao Casino
 Four Seasons Macao Mall
 Four Seasons Macao Operation, Maintenance and Management Agreement
 Four Seasons Macao Overall Project
 Four Seasons Macao Resort Project
 GAAP
 Galaxy
 Gaming Concession Consent
 Gaming Concession Contract
 Gaming Concession Guaranty
 Gaming License
  Page 90




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##### 



Gaming Sub-Concession Contract
 Hedging Agreements
 Holding Company
 Hong Kong
 Hong Kong Dollars HK dollars HK$
 Immaterial Subsidiaries
 Incurrence Test
 Indebtedness indebtedness ,
 (a)
    
    all indebtedness for borrowed money;
 (b)
    
    that portion of obligations with respect to Capital Leases that is properly classified as a
liability on a balance sheet in conformity with GAAP;
 (c)
    
    notes payable and drafts accepted representing extensions of credit whether or not
representing obligations for borrowed money;
 (d)
    
    any obligation owed for all or any part of the deferred purchase price of property or
services (excluding any trade payables and accruals incurred in the ordinary course of
business); and
 (e)
    
    all Indebtedness secured by any Lien on any property or asset owned or held and under
contracts by that person regardless of whether the Indebtedness secured thereby shall have
been assumed by that person or is nonrecourse to the credit of that person.
  (i)
    
    any amount of the liability in respect of an operating lease that at such time would not be
required to be capitalised and reflected as a liability on the balance sheet in accordance
with GAAP;
 (ii)
    
    any surety bonds for claims underlying mechanics liens and reimbursement obligations with
respect thereto so long as such reimbursement obligations are not then due, or are promptly
paid when due;
 (iii)
    
    any Indebtedness that has been either satisfied or discharged or defeased through covenant
defeasance or legal defeasance;
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(iv)
    
    for purposes of determining compliance with the Incurrence Test, Indebtedness permitted by
clause (l) and clause (q) of the definition of Permitted Indebtedness; or
 (v)
    
    capitalised interest.
  Investment
 Joint Venture provided
 Land Concession Contracts
 Land Concession Guaranty
 Lido Contract
 Listing Rules
 Loan Party Loan Parties
 Macau SAR
 Net Casino Cash Flow
  Page 92




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##### 



Non-Recourse Financing
 Obligations Placing Agreement
 Ordinary Resolution
 Other Resort Projects
 Parent
 Park Site
 Permitted Asset Dispositions
 (a)
    
    the sale of the assets comprising, or the equity interests in any entity whose sole asset
(other than immaterial assets, none of which are reasonably necessary for the ownership or
operation of the casino or gaming area portion of any Project, the Sands Macao Podium
Expansion Project, the Sands Macao Casino or the Venetian Macao Resort Project) consists of,
the Venetian Macao Mall, the Venetian Macao Convention Center, the Four Seasons Macao Mall,
the Four Seasons Macao Resort Project and/or any other Project or portion thereof (including
the complementary accommodations at the Four Seasons Macao Resort Project or any similar
complementary accommodations at any other Project), other than the casino and gaming area
portion of any Project (including, without limitation, the Venetian Macao Casino Project and
the Four Seasons Macao Casino), the Sands Macao
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##### 



Podium Expansion Project, the Sands Macao Casino and the Venetian Macao Resort Project; and
 (b)
    
    any Permitted Asset Disposition as defined in the Credit Agreement (for this purpose,
disregarding any amendment, restatement or supplement to the Credit Agreement entered into on
or after the date of the Placing Agreement).
 Permitted Indebtedness
 (a)
    
    the Obligations;
 (b)
    
    Indebtedness of VML US and any Restricted Subsidiary under the Credit Agreement and any
Refinancing Indebtedness incurred in respect thereof;
 (c)
    
    without limiting clause (b) above, Indebtedness of the Issuer and its Restricted Subsidiaries
existing on the Closing Date as set forth in Schedule 1 and any Refinancing Indebtedness
incurred in respect thereof;
 (d)
    
    Indebtedness to be incurred by the Issuer and any Restricted Subsidiary in respect of the
reasonable fees, expenses and reimbursements of the Qualified IPO;
 (e)
    
    Permitted Unsecured Indebtedness of the Issuer or any Restricted Subsidiary:
 (i)
    
    if the Consolidated Leverage Ratio (as defined in the Credit Agreement) is
equal to or more than 3.0 to 1.0, up to an aggregate principal amount outstanding of
US$100,000,000; or
 (ii)
    
    if the Consolidated Leverage Ratio (as defined in the Credit Agreement) is
less than 3.0 to 1.0, in an unlimited amount;
 (f)
    
    Contingent Obligations permitted under Condition 3.3 and, upon any matured obligations
actually arising pursuant thereto, the Indebtedness corresponding to the Contingent
Obligations so extinguished;
 (g)
    
    Indebtedness owed by the Issuer to any Restricted Subsidiary or by any Restricted Subsidiary
to the Issuer or any other Restricted Subsidiary;
 (h)
    
    with regard to any Other Resort Project, the incurrence by VML of Permitted Unsecured
Indebtedness in connection with the acquisition by VML of the casino shell associated with
such Other Resort Project and related infrastructure (in lieu of cash reimbursement of costs
or other cash payments to the sellers or developers as consideration for such shell and
related infrastructure) in favour of the seller or developer of such acquired property in an
aggregate amount not to exceed US$50,000,000 for each such casino shell and related
infrastructure;
 (i)
    
    to the extent that such incurrence does not result in the incurrence by the Issuer or any
Restricted Subsidiary of any obligation for the payment of borrowed money of others,
Indebtedness of the Issuer or any Restricted Subsidiary incurred solely in respect of (x)
performance bonds, completion guarantees, standby letters of credit or bankers acceptances,
letters of credit in order to provide security for workers compensation claims, payment
obligations in connection with self insurance or similar requirements, surety and similar
bonds and statutory claims of lessors, licencees, contractors, franchisees or customers, and
(y) bonds securing the performance of judgments or a stay of process in proceedings to enforce
a contested liability or in
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##### 



connection with any order or decree in any legal proceeding; providedthat such
Indebtedness described in this sub-clause was incurred in the ordinary course of business
of the Issuer or any Restricted Subsidiary and all such Indebtedness pursuant to this
sub-clause does not exceed in an aggregate principal amount, at any time outstanding, of
US$125,000,000;
 (j)
    
    the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness (which may include
Capital Lease obligations, mortgage financings or purchase money obligations) for the purpose
of financing or refinancing all or any part of the purchase price or cost of construction,
installation and/or improvement of property, plant or equipment used in the business of the
Issuer and the Restricted Subsidiaries or the construction, installation, purchase or lease of
real or personal property or equipment (including Specified FF&E) (including any refinancings
thereof), in an aggregate principal amount not to exceed, at any time outstanding,
US$50,000,000;
 (k)
    
    Indebtedness arising from any agreement entered into by the Issuer or any Restricted
Subsidiary providing for indemnification, purchase price adjustment or similar obligations, in
each case incurred or assumed in connection with the disposition of any business, assets or
capital stock of direct Subsidiaries;
 (l)
    
    to the extent constituting Indebtedness, the contractual payments required to be made from
time to time by the Issuer or any Restricted Subsidiary to the Macau SAR under the Land
Concession Contracts and the Gaming Sub-Concession Contract and Indebtedness associated with
any guarantees of such payments;
 (m)
    
    to the extent it constitutes Indebtedness, obligations under Hedging Agreements that are
incurred (a) with respect to any Indebtedness that is permitted by the terms of these Terms
and Conditions to be outstanding, (b) for the purpose of fixing or hedging currency exchange
rate risk with respect to any currency exchanges and not for speculative purposes, or (c) for
the purpose of fixing or hedging commodities risk in connection with commodities to which the
Issuer or any Restricted Subsidiary has actual exposure in connection with its business and
operations and not for speculative purposes;
 (n)
    
    Indebtedness of the Issuer or any Restricted Subsidiary under FF&E Facilities in an aggregate
principal amount not to exceed US$350,000,000 at any time outstanding for the Issuer and all
Restricted Subsidiaries;
 (o)
    
    Shareholder Subordinated Indebtedness (including such Indebtedness incurred for purposes of
contributing to Consolidated Adjusted EBITDA as contemplated by the definition of Consolidated
Adjusted EBITDA);
 (p)
    
    Indebtedness raised by the Issuer or any Restricted Subsidiary comprising (x) Permitted
Unsecured Indebtedness and (y) Indebtedness of a type permitted under sub-clause (j) of this
definition (but in addition to the dollar limitation in such sub-clause) or Indebtedness of a
type permitted pursuant to sub-clause (n) of this definition (but in addition to the dollar
limitation in such sub-clause), up to an aggregate principal amount outstanding at any time
for the Issuer and all Restricted Subsidiaries of US$50,000,000;
 (q)
    
    Indebtedness consisting of obligations permitted pursuant to subsection 7.17B(ii) of the
Credit Agreement;
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(r)
    
    Indebtedness permitted to be incurred by VML and other Loan Parties pursuant to section
7.1(xix) of the Credit Agreement (as incorporated pursuant to the Second Amendment to the
Credit Agreement dated 12 August 2009); and
 (s)
    
    Indebtedness permitted to be incurred by VML and other Loan Parties pursuant to section
7.1(xx) of the Credit Agreement (as incorporated pursuant to the Second Amendment to the
Credit Agreement dated 12 August 2009).
 Permitted Investment
 (a)
    
    an Investment in cash and cash equivalents;
 (b)
    
    an Investment (including the formation or creation of a Subsidiary) by the Issuer or a
Restricted Subsidiary in a Restricted Subsidiary or a person which will, upon the making of
such Investment, become a Restricted Subsidiary or an investment by a Restricted Subsidiary in
the Issuer;
 (c)
    
    any Investment made as a result of the receipt of non-cash consideration from an asset sale
that was made in accordance with these Terms and Conditions or the Credit Agreement;
 (d)
    
    an Investment in receivables owing to the Issuer or any Restricted Subsidiary if created or
acquired in the ordinary course of business and payable or dischargeable in accordance with
customary trade terms; providedthat such trade terms may include such concessionary trade
terms as the Issuer or such Restricted Subsidiary deems reasonable under the circumstances;
 (e)
    
    an Investment in the form of payroll, travel and similar advances to cover matters that are
expected at the time of such advances ultimately to be treated as expenses for accounting
purposes and that are made in the ordinary course of business;
 (f)
    
    an Investment by the Issuer or a Restricted Subsidiary made in any Excluded Subsidiary,
Supplier Joint Venture or Joint Venture solely with cash or other property contributed to the
Issuer either (x) in exchange for common equity of the Issuer issued to the Issuers direct or
indirect parent or (y) in the form of Permitted Subordinated Indebtedness by Sheldon G.
Adelson or any of his Affiliates or Related Parties, in each case for such purpose;
 (g)
    
    an Investment consisting of securities or other obligations received in settlement of debt
created in the ordinary course of business and owing to the Issuer or a Restricted Subsidiary
or in satisfaction of judgments;
 (h)
    
    an Investment consisting of a loan or advance to an employee or director or former employee
or director of the Issuer or any Restricted Subsidiary, providedthat the aggregate
outstanding principal amount of such loans and advances does not exceed US$2,000,000 at any
time;
 (i)
    
    an Investment by the Issuer or a Restricted Subsidiary made with the proceeds of a
substantially concurrent sale or issuance of Equity Securities of the Issuer;
  (k)
    
    any other Investment made by the Issuer or any Restricted Subsidiary with the proceeds of the
issuance of the Bonds;
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(l)
    
    so long as no Potential Event of Default or Event of Default shall have occurred and be
continuing, Investments in Cotai Strip Excluded Subsidiaries, the proceeds of which
Investments are used by such Cotai Strip Excluded Subsidiary, to develop and construct
Excluded Casino Hotel Resorts (a Cotai Strip Investment) in an aggregate amount at any one
time outstandingnot to exceed the sum of (a) US$800,000,000 (less(x) at any time
prior to the satisfaction or waiver of all the conditions precedent set forth in Sections 3.1
and 3.4 of the Disbursement Agreement in order for the Company (as defined in the Disbursement
Agreement) to obtain one advance under Section 3.1 of the Disbursement Agreement in respect of
the Venetian Macao Overall Project, the amount, if any, disbursed under Section 3.6 of the
Disbursement Agreement in excess of (1) $900,000,000plus(2) any amounts expended on land
premiums pursuant to clause (b) of the definition of Maximum Early Advance Amount (as defined
in the Disbursement Agreement); and (y) the amount of loans then outstanding, if any, to
Excluded Subsidiaries developing Casino Operation Projects made pursuant to subsection
7.3(xxi) of the Credit Agreement), (b) the aggregate amount of net-after-tax cash
dividends received by any Loan Party from such Cotai Strip Excluded Subsidiary (other than the
dividends received by the Loan Parties to pay obligations of or related to the Cotai Strip
Excluded Subsidiaries or the Excluded Casinos (including for the payment of income taxes
payable in respect of the income of such Cotai Strip Excluded Subsidiaries or Excluded
Casinos)), the proceeds of which have been deposited into the Term Loan Disbursement Account
(as defined in the Disbursement Agreement) and (c) the proceeds, if any, from VMLs issuance
of any senior unsecured notes or senior notes secured by a second priority Lien on the
Collateral (as defined in the Credit Agreement) in accordance with subsection 7.1(xix) of the
Credit Agreement;
 (m)
    
    Investments made by any Loan Party in the form of Consolidated Capital Expenditures (as
defined in the Credit Agreement) permitted by subsection 7.14 of the Credit Agreement;
 (n)
    
    so long as no Potential Event of Default or Event of Default shall have occurred and be
continuing, Investments made by the Issuer or any Restricted Subsidiary in Excluded
Subsidiaries or Joint Ventures consisting of:
 (i)
    
    cash and cash equivalents of up to US$100,000,000 in the aggregate; and
 (ii)
    
    guarantees of up to US$200,000,000 in the aggregate of Indebtedness of, or
performance by, any Excluded Subsidiaries or Joint Ventures,
 providedthat the Consolidated Leverage Ratio (as defined in the Credit Agreement) is less
than 3.0 to 1.0 after giving effect to each such Investment; providedfurther that
notwithstanding the foregoing, no Restricted Subsidiary may make Investments in Joint
Ventures pursuant to this clause (n) in excess of US$50,000,000 in the aggregate;
 (o)
    
    Investments made by the Issuer or any Restricted Subsidiary in Excluded Subsidiaries or Joint
Ventures, not exceeding US$50,000,000 in the aggregate at any time;
 (p)
    
    Investments made by VML in any Cotai Strip Excluded Subsidiary or Additional Development
Excluded Subsidiary, as the case may be, which result solely from such Cotai Strip Excluded
Subsidiary or Additional Development Excluded Subsidiary, as the case may be, receiving the
Net Casino Cash Flow from an Excluded Bank Account as permitted pursuant to the terms of the
Credit Agreement;
  Page 97




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(r)
    
    any payment made by the Issuer or any Restricted Subsidiary related to the operation or
maintenance of an Excluded Casino which payment was made by the Issuer or such Restricted
Subsidiary from a source other than an Excluded Bank Account; providedthat either:
 (i)
    
    the Issuer or such Restricted Subsidiary shall have been reimbursed for such
payment within 10 days of such disbursement from sources other than cash or other
assets of the Issuer or a Restricted Subsidiary; or
 (ii)
    
    such payment is otherwise permitted under subsection 7.3 of the Credit
Agreement (excluding the provisions of subsection 7.3(xii) and subsection 7.3(xiii) of
the Credit Agreement);
 (s)
    
    so long as no Potential Event of Default or Event of Default shall have occurred or be
continuing, and so long as the Consolidated Leverage Ratio (as defined in the Credit
Agreement) is less than 3.0 to 1.0 after giving effect to each such Investment, cash
Investments made by the Issuer or any Restricted Subsidiary in the Excluded Subsidiaries in an
aggregate amount at any time outstanding not exceeding the sum of (1) 50% of (A) the
Consolidated Net Income of the Loan Parties for the period (taken as one accounting period)
from the Closing Date (as defined under the Credit Agreement) to the end of VMLs most
recently ended Fiscal Quarter for which internal financial statements are available (or, in
the case such Consolidated Net Income for such period is a deficit, minus 100% of such
deficit) less(B) the amount paid or to be paid in respect of such period pursuant to
subsection 7.5(iv) of the Credit Agreement to shareholders or members other than VML, plus(2)
without duplication, 100% of the aggregate net cash proceeds received by VML since the Closing
Date (as defined in the Credit Agreement) from capital contributions or the issue or sale of
Equity Securities (excluding any such proceeds used for subsection 7.3(vii) or subsection
7.3(xx) of the Credit Agreement) or debt securities of VML that have been converted into or
exchanged for such Equity Securities of VML (other than Equity Securities or such debt
securities of VML sold to a Loan Party), plus(3) to the extent not otherwise included in the
Loan Parties Consolidated Net Income, 100% of the cash dividends or distributions or the
amount of cash principal and interest payments (other than dividends or payments received by
the Loan Parties to pay obligations of or related to the Cotai Strip Excluded Subsidiaries or
the Additional Development Excluded Subsidiaries (including for the payment of income taxes in
respect thereof)) received since the Closing Date (as defined in the Credit Agreement) by a
Loan Party from any Excluded Subsidiary or in respect of any Joint Venture in which an
Investment was made pursuant to any clause of subsection 7.3 of the Credit Agreement other
than clauses 7.3(viii) and 7.3(xii) thereof, until the entire amount of the Investment in such
Excluded Subsidiary has been received, and 50% of such amounts thereafter; providedin each
case that such cash proceeds have not been committed or used for any other purpose; provided,
further, however, that in the event that an Excluded Subsidiary is converted into a Restricted
Subsidiary, the Loan Parties may add back to this clause the aggregate amount of any
Investment in such Subsidiary that was an Investment made pursuant to subsection 7.3 of the
Credit Agreement (other than pursuant to clauses 7.3(viii) or 7.3(xii) thereof) at the time of
such Investment;
 (t)
    
    any Indebtedness permitted to be incurred by the Issuer and the Restricted Subsidiaries under
these Terms and Conditions and any Contingent Obligation permitted to be incurred under
Condition 3.3 to the extent such Indebtedness or Contingent Obligation constitutes an
Investment;
  Page 98




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(u)
    
    other Investments made by the Issuer and the Restricted Subsidiaries, not exceeding
US$50,000,000 in the aggregate at any time;
 (v)
    
    so long as no Potential Event of Default or Event of Default shall have occurred and be
continuing and subject to the terms of the Disbursement Agreement, with regard to each of Site
3, Site 7, and Site 8, Investments made by the Issuer or any Restricted Subsidiary of up to
US$50,000,000 per Site constituting a prepayment for the casino and showroom and/or retail
shell referred to below to an Excluded Subsidiary developing the Other Resort Project to be
located thereon; providedthat:
 (i)
    
    such Excluded Subsidiary has obtained all permits and approvals necessary, at
the time such Investment is made, from Macau SAR to develop a casino resort on the
applicable Site consistent with the Plans and Specifications (as defined in the
Disbursement Agreement) relevant to the applicable Casino Operation Project to be
located within such Other Resort Project; and
 (ii)
    
    at or prior to the time such Investment is made, such Excluded Subsidiary has
executed a binding agreement to deliver to VML the casino and showroom and/or retail
shell to be developed within such Other Resort Project upon its completion, prior to
an agreed date certain, for no further consideration and free and clear of all Liens
other than Permitted Liens;
 (w)
    
    so long as no Potential Event of Default or Event of Default shall have occurred and be
continuing and subject to the terms of the Disbursement Agreement, Investments made bythe
Issuer or any Restricted Subsidiary in the form of loans to Affiliates ofthe Issuer
or any Restricted Subsidiary that, in each case,
are not Restricted Subsidiaries,provided that:
 (i)
    
    such Indebtedness is incurred for the purpose of financing the acquisition
and/or equipping of ferry vessels to provide ferry service to or from
Macau SAR;(ii)
    
    such loans made by the Restricted Subsidiaries shall be secured on a
first-priority basis by the assets so acquired by such Affiliates; and(iii)
    
    the aggregate outstanding principal amount of such loans, together with
the maximum aggregate amount of all Contingent Obligations then outstanding to
Affiliates pursuant to Condition 3.3(viii), shall at no time exceed $175,000,000;
and
 (x)
    
    any other Investment that is permitted under subsection 7.3 of the Credit Agreement (for this
purpose, disregarding any amendment, restatement or supplement to the Credit Agreement entered
into on or after the date of the Placing Agreement).
 Permitted Lien
 (a)
    
    Liens granted to secure Indebtedness under the Credit Agreement or any Refinancing
Indebtedness in respect thereof;
 (b)
    
    Liens securing Indebtedness existing on the Closing Date and described in Schedule 1 and any
Refinancing Indebtedness in respect thereof;
 (c)
    
    Liens for taxes, assessments or governmental charges or claims that are being contested in
good faith by appropriate legal or administrative proceedings promptly
  Page 99




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##### 



instituted and diligently conducted and for which a reserve or other appropriate provision;
if any, as shall be required in conformity with GAAP shall have been made;
 (d)
    
    statutory Liens of landlords, statutory Liens of banks and rights of set-off, statutory Liens
of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens
imposed by law, in each case incurred in the ordinary course of business (a) for amounts not
yet overdue, (b) for amounts that are overdue and that (in the case of any such amounts
overdue for a period in excess of five (5) days) are being contested in good faith by
appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as
shall be required by GAAP, shall have been made for any such contested amounts, or (c) with
respect to Liens of mechanics, repairmen, workmen and materialmen, if such Lien arises in the
ordinary course of business, VML has bonded such Lien within a reasonable time after becoming
aware of the existence thereof;
 (e)
    
    Liens incurred or deposits made in the ordinary course of business in connection with
workers compensation, unemployment insurance and other types of social security, or to secure
the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases,
government contracts, trade contracts, performance and return-of-money bonds and other similar
obligations (exclusive of obligations for the payment of borrowed money), incurred in the
ordinary course of business or in connection with the construction of a Project (a) for
amounts not yet overdue, (b) for amounts that are overdue and that (in the case of any such
amounts overdue for a period in excess of five (5) days) are being contested in good faith by
appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as
may be required by GAAP, shall have been made for any such contested amounts, or (c) with
respect to Liens of mechanics, repairmen, workmen and materialmen, if such Lien arises in the
ordinary course of business or in the construction of a Project, VML has bonded such Lien
within a reasonable time after becoming aware of the existence thereof;
 (f)
    
    any attachment or judgment not constituting an Event of Default;
 (g)
    
    easements, rights-of-way, avagational servitudes, restrictions, encroachments, and other
minor defects or irregularities in title and other similar charges or encumbrances, in each
case which do not and will not interfere in any material respect with the ordinary conduct of
the business of the Issuer or any Restricted Subsidiary;
 (h)
    
    Liens in favour of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of goods;
 (i)
    
    licenses of patents, trademarks and other intellectual property rights granted by the Issuer
or any Restricted Subsidiary in the ordinary course of business and not interfering in any
material respect with the ordinary conduct of the business of the Issuer or such Restricted
Subsidiary;
 (j)
    
    Liens incurred in connection with Hedging Agreements in respect of any Indebtedness; provided
that such Liens only extend to the collateral securing such Indebtedness with the same
priority thereto;
 (k)
    
    Liens on Specified FF&E securing obligations in respect of an FF&E Facility permitted to be
incurred hereunder (including any mortgage, deed of trust, or similar encumbrance on real
property as may be necessary under applicable law to create a
  Page 100




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##### 



Lien on Specified FF&E that may constitute a fixture appended to such real property);
 (l)
    
    Liens securing Indebtedness permitted pursuant to sub-clause (i), sub-clause (j), subsection
(y) of sub-clause (p) and sub-clause (q) of the definition of Permitted Indebtedness;
 (m)
    
    Liens on property of a person existing at the time such person became a Restricted
Subsidiary, is merged into or consolidated with or into, or wound up into, the Issuer or any
Restricted Subsidiary; providedthat such Liens were in existence prior to the consummation
of, and were not entered into in contemplation of, such acquisition, merger or consolidation
or winding up and do not extend to any other assets other than those of the person acquired
by, merged into or consolidated with one of the Issuer or such Restricted Subsidiary;
 (n)
    
    Liens to secure a stay of process in proceedings to enforce a contested liability, or
required in connection with the institution of legal proceedings or in connection with any
other order or decree in any such proceeding or in connection with any contest of any tax or
other governmental charge, or deposits with a governmental agency entitling the Issuer or a
Restricted Subsidiary to maintain self-insurance or to participate in other specified
insurance arrangements or any attachment or judgment Lien not constituting an Event of
Default;
 (o)
    
    leases or subleases, licenses or sublicenses or other types of occupancy agreements granted
to third parties in accordance with these Terms and Conditions and not interfering in any
material respect with the ordinary conduct of the business of the Issuer or any of its
Restricted Subsidiaries;
 (p)
    
    any zoning or similar law or right reserved to or vested in any governmental office or agency
to control or regulate the use of any real property;
 (q)
    
    Liens on property existing at the time of acquisition thereof by the Issuer or any Restricted
Subsidiary; providedthat such Liens were in existence prior to the consummation of, and were
not entered into in contemplation of, such acquisition and do not extend to any other assets
other than those so acquired;
 (r)
    
    Liens on the interests of the Issuer or any Restricted Subsidiary in any Land Concession
Contract and the property interest granted thereunder, granted in favour of the Concession
Guarantor and/or other guarantors of payments under the Land Concession Contracts or the
Gaming Concession Contract (or to the collateral agent under the Credit Agreement on behalf of
the Concession Guarantor and/or such other guarantors) securing obligations in an aggregate
amount of no more than US$250,000,000 at any one time;
 (s)
    
    leases permitted under Conditions 3.5(v) and (vii) and any leasehold mortgage in favour of
any party financing the lessee under any lease permitted under Condition 3.5(v), provided that
none of the Issuer and the Restricted Subsidiaries is liable for the payment of any principal
of, or interest, premiums or fees on, such financing;
 (t)
    
    Liens on Excluded Casino Interests and/or the associated Net Casino Cash Flow granted by any
Restricted Subsidiary at the request of the applicable Cotai Strip Excluded Subsidiary or
Additional Development Excluded Subsidiary in connection with a Non-Recourse Financing;
  Page 101




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##### 



(u)
    
    Liens arising from filing UCC financing statements or the Macanese equivalent relating solely
to leases permitted by these Terms and Conditions or the Credit Agreement (for this purpose,
disregarding any amendment, restatement or supplement to the Credit Agreement entered into on
or after the date of the Placing Agreement); and
 (v)
    
    any other Lien that is a Permitted Lien as defined in the Credit Agreement (for this purpose,
disregarding any amendment, restatement or supplement to the Credit Agreement entered into on
or after the date of the Placing Agreement).
 Permitted Subordinated Indebtedness
 (a)
    
    for which no instalment of principal matures earlier than six months after the Maturity Date;
and
 (b)
    
    for which the payment of principal and interest is subordinated in right of payment and
ranking to the Obligations pursuant to a deed of subordination, intercreditor agreement or
other documents reasonably approved in writing by Bondholders holding not less than 50% of the
principal amount of outstanding Bonds or by an Ordinary Resolution (as defined in the Trust
Deed) of the Bondholders.
 Permitted Unsecured Indebtedness
 (a)
    
    for which no instalment of principal matures earlier than twelve months after the latest
maturity date of the term loan under the Credit Agreement or any Refinancing Indebtedness in
respect of the Credit Agreement;
 (b)
    
    in support of which no Liens are granted on any other assets of the Issuer or any Restricted
Subsidiary; and
 (c)
    
    for which the payment of principal and interest is pari passu in right of payment to the loan
under the Credit Agreement or any Refinancing Indebtedness in respect of the Credit Agreement.
 Person person
 Potential Event of Default
 Primary Gaming Concession Contract
 Primary Projects
  Page 102




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##### 



Principal Agent
 Procurement Services Agreement
 Prospectus Date
 Project Costs
 Project Documents
 Projects
 Qualified Exchange
 Qualified IPO
 (a)
    
    an initial public offering and the listing of, and dealing in, the shares of Sands China on
the Qualified Exchange; and
 (b)
    
    in respect of such initial public offering and the listing of, and dealing in, the shares of
Sands China, the amount of newly issued shares to be offered to and held by the public in
accordance with the relevant Listing Rules (such newly issued shares shall hereinafter be
referred to as the Firm Offer Shares) would be equivalent to not less than twenty per cent.
(20%) of the issued share capital of Sands China immediately after the initial public offering
(on a fully diluted basis but excluding the exercise of any over-allotment option resulting in
the issue of additional new shares (such additional new shares shall hereinafter be referred
to as the Over-allotment Shares) not exceeding fifteen per cent. (15%) of the amount of the
Firm Offer Shares),
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##### 



Quarterly Date
 Refinanced Debt
 Refinancing Indebtedness provided pari passu pari passu pari passu
 Related Parties
 Family Member
 Restricted Payment
 (a)
    
    any dividend or other distribution, direct or indirect, on account of any shares of any class
of Equity Securities of the Issuer now or hereafter outstanding or in respect of options,
warrants or other rights to purchase or acquire such Equity Securities of the Issuer (whether
of cash, assets or other property, and wherever paid or made and however described and shall
include any distribution or repayment of capital, whether upon a reduction in the par value or
nominal value of any Equity Securities or otherwise, and howsoever described (and a
distribution of assets includes, without limitation, an issue of shares or other securities
credited as fully or partly paid up and any rights issue));
  Page 104




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##### 



(b)
    
    any redemption, retirement, sinking fund or similar payment, purchase or other acquisition
for value, direct or indirect, of any shares of any class of Equity Securities of the Issuer
now or hereafter outstanding;
 (c)
    
    any payment made to retire, or to obtain the surrender of, any outstanding warrants, options
or other rights to acquire shares of any class of Equity Securities of the Issuer now or
hereafter outstanding;
 (d)
    
    any payment or prepayment of principal of, premium, if any, or interest on, or redemption,
purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or
similar payment with respect to Permitted Subordinated Indebtedness; and
 (e)
    
    any Investment in any Person other than a Permitted Investment.
 Restricted Subsidiaries provided
 Sands China
 Sands Macao Casino
 Sands Macao Land Concession Contract
 Sands Macao Podium Expansion Project
 Sands Macao Site
 Second Parent L/C
  Page 105




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##### 



provided provided
 Secondary Projects
 Section 951(a) Income provided
 Shareholder Subordinated Indebtedness
 Shares
 Site 1
 Site 2
 Site 3
 Site 5
 Site 6
 Site 7
 Site 8
 Specified FF&E
  Page 106




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##### 



Specified FF&E Specified
FF&E
 Subsidiary subsidiary
 Supplements to Gaming Sub-Concession Contract
 Supplier Joint Venture
 US dollar US$
 Venetian Macao Casino Project
 Venetian Macao Convention Center
 Venetian Macao Land Concession Contract
  Page 107




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##### 



Venetian Macao Mall
 Venetian Macao Overall Project
 Venetian Macao Resort Project
 VML
 VML US
 VVDIL Intercompany Debt
  Page 108




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##### 



SCHEDULE 4
 Form of Warrants
 THIS INSTRUMENT  
 BY
 VENETIAN VENTURE DEVELOPMENT INTERMEDIATE II Company
 WHEREAS Sands China
 19. Definitions
   Articles
 Board
 Bonds
 Business Day
 Exercise Price
 Expiry Date
 Interest
 Number of Shares
 (a)
    
    US$250,000 converted into Hong Kong dollars at the Applicable Exchange Rate as at the third
day prior to the Qualified IPO; by
  Page 109




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##### 



(b)
    
    the Exchange Price;
 Ordinary Resolution
 Register
 Registered Office
 Share
 Shareholders
 Specified Office
 Warrantholder Warrantholders
 Warrantholders Notice
 Warrants 1
 Warrant Certificate
 Warrant Shares
   
 1
    
    Note  a warrant instrument will be executed on each
Issuer Optional Redemption Date in respect of the Bonds redeemed on such date.
The number of warrants to be issued on each such Issuer Optional Redemption
Date will be adjusted pursuant to this formula.  Page 110




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##### 



(a)
    
    a reference to a clause, paragraph or schedule, unless specifically provided otherwise, is a
reference to a clause or paragraph of, or schedule to, this Instrument;
 (b)
    
    a reference to the singular includes the plural and vice versa (unless the context otherwise
requires);
 (c)
    
    a time of day is a reference to Hong Kong time;
 (d)
    
    a provision or matter includingor which includesshall be construed without limitation to
any events, circumstances, conditions, acts or matters specified after those words; and
 (e)
    
    a Warrant is outstandingunless it has:
 (i)
    
    the holder of which has received Warrant Shares in full pursuant
to clause 4 below;(ii)
    
    been purchased by the Company or an Affiliate of the Company;(iii)
    
    been surrendered in accordance with clause 30; or(iv)
    
    lapsed in accordance with the provisions of this Instrument.
 20. Issuance and form of warrants
    (a)
    
    shall be issued in registered form;
 (b)
    
    shall be transferable only with the consent of the Company (which consent shall not
unreasonably be withheld, it being understood that: (i) consent may not be withheld to a
transfer by a Warrantholder to one of its Affiliates (except such consent may be withheld
pursuant to sub-clause (ii) below) provided that such Affiliate remains an Affiliate of such
Warrantholder 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 Company and the Restricted Subsidiaries or with respect to any transfer
which would or might, in the reasonable opinion of the Company, have a material adverse effect
on the Companys or any Restricted Subsidiarys ability to comply with applicable gaming
regulatory requirements) and in accordance with Schedule 2; and
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##### 



(c)
    
    shall be issued subject to the Articles and on the terms and conditions of this Instrument
which are binding upon the Company and each Warrantholder and all persons claiming through or
under them.
    21. Register and warrant certificates
  Restricted Warrant Certificate
   Page 112




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##### 



22. Exercise of warrants
    (a)
    
    lodging at the Specified Office the relevant Warrant Certificate together with:
 (i)
    
    a duly completed Warrantholders Notice;
 (ii)
    
    if the Warrant Shares are to be issued to a nominee of, or
trustee for, the Warrantholder, the name and address of such nominee or trustee
to be set out in such Warrantholders Notice; and
 (iii)
    
    if the Warrant Shares are to be delivered otherwise than to a
specified securities account, the address to which the certificate of the
Warrant Shares should be dispatched on the date of the Qualified IPO; and
 (b)
    
    paying the Exercise Price to the Companys account (details of which shall be notified to the
Warrantholders prior to the fifth Business Day prior to the date of the Qualified IPO pursuant
to clause 6.1(e) below),
   23. Completion
   Page 113




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provided
   (a)
    
    be free from any Lien or any other third party right and be freely transferable;(b)
    
    be duly and validly allotted and issued fully paid and be non-assessable;(c)
    
    not be subject to calls for further funds;(d)
    
    rank pari passuwith the fully paid Shares then in issue; and
 (e)
    
    rank for any dividend or other distribution which has been previously announced or declared
if the date by which the holder of shares must be registered to participate in such dividend
or other distribution is after the date of the Qualified IPO.
 24. Covenants and Undertakings
   Page 114




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(a)
    
    procure that Sands China shall at all times keep available for issue sufficient authorised
but unissued share capital to satisfy the Warrants and ensure that the directors of Sands
China have all necessary authorisations to authorise them to allot the Warrant Shares upon the
occurrence of the Qualified IPO;
 (b)
    
    procure that Sands China shall not vary, amend or modify the rights attached to its Shares in
any way which would adversely affect the Warrantholders;
 (c)
    
    procure that Sands China shall not amend or alter its Articles or other constitutional
documents of Sands China in any way which would adversely affect the Warrantholders;
 (d)
    
    cause any Warrants purchased by the Company, Sands China or any of the other Affiliates of
the Company to be cancelled forthwith and not be available for re-issue or re-sale;
 (e)
    
    upon final determination of the date of the Qualified IPO by Sands China, send or procure
Sands China to send a written notice to the Warrantholders pursuant to the provisions of
paragraph 3 of Schedule 2 setting out:
 (i)
    
    such date of the Qualified IPO; and
 (ii)
    
    details of the receiving account of the Company for receipt of
the Exercise Price; and
 (f)
    
    not dispose of any shares of capital or other Equity Securities of Sands China constituting
more than 25% of the issued share capital of Sands China at such time other than: (i) pursuant
to the Qualified IPO; (ii) to qualify directors if required by applicable law; or (iii) to the
extent required by any legal requirement imposed by Macau SAR or the Macau Gaming Authority or
any other applicable gaming authority in order to preserve a material Gaming License.
     Page 115




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25. Representations and Warranties
  Due Incorporation
  Capacity and Authority
  Legal, Valid, Binding and Enforceable Obligations
  No Violation
  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,
  Solvency
   Page 116




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No Winding-up Proceeding
  Shares
 (a)
    
    Sands China has no other class of shares or Equity Securities other than the Shares;
 (b)
    
    Sands China will have sufficient authorised but unissued share capital to satisfy the issue
of such number of Shares as would be required to be issued upon the exercise of the Warrants;
and
 (c)
    
    the issue of the Shares upon exercise of the Warrants will not be subject to any pre-emptive
or similar rights.
 Repetition of Representations and Warranties
  26. Meeting of Warrantholders
  27. Notices
  28. Availability of Instrument
  29. Modification of rights
   Page 117




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30. Surrender of Warrants
  31. Governing law
  32. Jurisdiction
    33. Assignment
   Page 118




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34. Process Agent
   (a)
    
    agrees that failure by any process agent to give notice of process served to it shall not
impair the validity of such service or of any judgment based on that service; and
 (b)
    
    agrees that nothing in this Instrument or the Warrants shall affect the right to serve
process in any other manner permitted by law.
  Page 119




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In witness whereof
 EXECUTED AS A DEEDby
    
    
    )VENETIAN VENTURE DEVELOPMENT
    
    
    )INTERMEDIATE II:
    
    
    ))))))
    
    
    Duly Authorised Signatory))
    
    
    Name:))
    
    
    Title:)
  Signature of WitnessName:Address:Occupation:(Note: These details are to be completed in the
witnesss own hand writing.)
  Page 120




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SCHEDULE 1
 FORM OF WARRANT CERTIFICATE
 [NEITHER THE WARRANTS IN RESPECT OF WHICH THIS CERTIFICATE IS ISSUED NOR THE RELATED WARRANT SHARES
HAVE BEEN OR WILL BE REGISTERED UNDER THE US SECURITIES ACT OF 1933 (THE SECURITIES ACT ) AND
NEITHER SUCH WARRANTS NOR THE RELATED WARRANT SHARES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT; (2) IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT ( RULE 144A ) TO A PERSON
THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER; (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
REGULATION S UNDER THE SECURITIES ACT; (4) PURSUANT TO RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE); OR (5) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES OR ANY OTHER JURISDICTION. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY
OF THE EXEMPTION PROVIDED BY RULE 144 OR ANY OTHER EXEMPTION UNDER THE SECURITIES ACT FOR RESALES
OF THE WARRANTS IN RESPECT OF WHICH THIS CERTIFICATE IS ISSUED OR FOR RESALES OF THE RELATED
WARRANT SHARES.] 2
 VENETIAN VENTURE DEVELOPMENT INTERMEDIATE II
 (THE COMPANY )
 REGISTRATION NO: 122708
 
 
  
 
 
 2
    
    Include for warrants issued on redemption of Bonds
represented by a Restricted Certificate or, in the case of a transfer of
Warrants, a Restricted Warrant Certificate.  Page 121




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THIS IS
TO CERTIFY
  
   (a)
    
    it has such knowledge and experience in financial and business matters that:
 (i)
    
    it is capable of evaluating the merits and risks of its
investment under the Warrant; and
 (ii)
    
    it is able to bear the economic risk of such investment and is
able to sustain a complete loss of its investment under the Warrant; and
 (b)
    
    it has had access to such financial and other information regarding the Company, Sands China
Ltd. and the Warrant as it has requested in connection with its investment decision;
 (c)
    
    if it has had any questions regarding the Warrant, the Company or Sands China Ltd. and the
affairs of the Company or Sands China Ltd., it has asked these questions of and received
answers satisfactory to it from the representatives of the Company; [and]
 (d)
    
    [either:
 (i)
    
    it (A) is acquiring the Warrants in an offshore transaction
(within the meaning of Regulation S (Regulation S) under the US Securities Act
of 1933, as amended (the Securities Act)), (B) is acquiring the Warrants for its
own account and will be the beneficial owner of the Warrants, (C) is not an
affiliate of the Company or a person acting on behalf of such an affiliate, (D)
understands that the Warrants have not been and will not be registered under the
Securities Act and that the Warrants are being issued to it in accordance with
Regulation S, (E) will not offer, sell, pledge or otherwise transfer the
Warrants except in accordance with the Securities Act and any applicable laws of
any state of the United States and any other jurisdiction and (F) understands
that the Company, its affiliates and others will rely upon
  Page 122




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the truth and
accuracy of such acknowledgments, representations and agreements; or
 (ii)
    
    (A) it is either (x) a qualified institutional buyer (as defined in
Rule 144A (Rule 144A) under the Securities Act) (a QIB), acquiring the Warrants for
its own account or for the account of another QIB or (y) acquiring the Warrants
pursuant to an exemption from the registration requirements of the Securities Act
other than Rule 144A and is providing the Company such information as the Company
may reasonably request (including, without limitation, an opinion of counsel) to
confirm the availability of such exemption, (B) acknowledges that the Warrants
issued to it and the related Warrant Shares are restricted securities within the
meaning of Rule 144(a)(3) of the Securities Act and are being issued in a
transaction not involving any public offering in the United States within the
meaning of the Securities Act and that no representation is made as to the
availability of the exemption provided by Rule 144 for resales of the Warrants or
the related Warrant Shares; (C) understands that neither the Warrants nor the
related Warrant Shares have been or will be registered under the Securities Act and
neither the Warrants nor the related Warrant Shares may be offered, sold, pledged
or otherwise transferred except (i) pursuant to a registration statement that has
been declared effective under the Securities Act, (ii) in reliance on Rule 144A to
a person that the holder and any person action on its behalf reasonably believes is
QIB purchasing for its own account or for the account of another QIB, (iii) in an
offshore transaction in accordance with Regulation S, (iv) pursuant to Rule 144
under the Securities Act (if available) or (v) pursuant to any other available
exemption from the registration requirements of the Securities Act, in each case in
accordance with any applicable securities laws of any state of the United States or
any other jurisdiction; (E) understands that any offer, sale, pledge or other
transfer of the Warrants or the related Warrant Shares made other than in
compliance with such restrictions may not be recognised by the Company; (F)
understands that the Warrants will bear a legend to such effect; (G) agrees to give
each person to whom it transfers Warrants notice of any restrictions on transfer of
such Warrants; and (H) understands that the Warrants will be represented by a
restricted certificate and that before any interest in the Warrants may be offered,
sold, pledged or otherwise transferred to a person who takes deliver in the form of
an interest in an unrestricted certificate, it will be required to provide a
transfer agent with a written certification as to compliance with applicable
securities laws;]3
 (e)
    
    it has made its own assessment concerning the relevant tax, legal and other economic
considerations relevant to its investment in the Warrant; and
 (f)
    
    it agrees to be bound by the terms and conditions of the Instrument.
  
 3
    
    Include for warrants issued on redemption for Bonds
represented by a Restricted Certificate or, in the case of a transfer of
Warrants, a Restricted Warrant Certificate.  Page 123




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##### 



EXECUTED AS A DEEDby
    
    
    )VENETIAN VENTURE DEVELOPMENT
    
    
    )INTERMEDIATE II:
    
    
    ))))))
    
    
    Duly Authorised Signatory))
    
    
    Name:))
    
    
    Title:)
  Signature of WitnessName:Address:Occupation:(Note: These details are to be completed in the
witnesss own hand writing.)
  Page 124




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##### 



CONTENTS
 Clause
    
    Page1.  ISSUE AND PLACING OF THE BONDS
    
    
    22. LISTING
    
    
    53. REPRESENTATIONS, WARRANTIES AND INDEMNITY
    
    
    54. COVENANTS OF THE ISSUER
    
    
    265. FEES
    
    
    306. EXPENSES
    
    
    307. CLOSING
    
    
    318. CONDITIONS PRECEDENT
    
    
    329. TERMINATION
    
    
    3510. SURVIVAL OF REPRESENTATIONS AND OBLIGATIONS
    
    
    3711. SELLING RESTRICTIONS
    
    
    3712. ASSIGNMENT
    
    
    4113. NOTICES
    
    
    4114. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
    
    
    4215. GOVERNING LAW AND JURISDICTION
    
    
    4216. ENTIRE AGREEMENT
    
    
    4217. TIME OF THE ESSENCE
    
    
    4318. COUNTERPARTS
    
    
    43SCHEDULE 1 TERMS AND CONDITIONS
    
    
    46SCHEDULE 2 FORM OF CERTIFICATE CONFIRMING NO MATERIAL ADVERSE CHANGESCHEDULE 3 FORM OF LOCK-UP UNDERTAKINGSCHEDULE 4 LIST OF GROUP MEMBERSSCHEDULE 5 DISCLOSURE IN RESPECT OF LITIGATION




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EXECUTION VERSION
 Dated as of 1 September 2009
 VENETIAN VENTURE DEVELOPMENT INTERMEDIATE II
 and
 GOLDMAN SACHS (ASIA) L.L.C.
 
 PLACING AGREEMENT