Exhibit 10.7
 SECOND AMENDMENT TO CREDIT AGREEMENT
Dated as of August 12, 2009
 SECOND AMENDMENT Amendment VML US FINANCE LLC Borrower VENETIAN MACAU
LIMITED Company THE BANK OF NOVA SCOTIA Administrative Agent
 RECITALS
 WHEREAS Credit Agreement
 WHEREAS
 WHEREAS
 WHEREAS
 NOW THEREFORE
 Amendments to Credit Agreement .
 Amendments to Section 1.1 of the Credit Agreement (Definitions)
 Addition of New Definitions




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2 AH Transfer
 Delayed Start Revolving Loan Commitments
 Equity Sale Proceeds
 Excess Asset Sale Proceeds
 Excess Loss Proceeds
 Excess Termination Proceeds
 First Sale
 Permitted Bond Issuance
 Permitted Bond Ratable Share
 Permitted Bonds
 Permitted Equity Sale provided
 Syndication Agent




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3 Amendment to the Definition of Applicable Margin Applicable Margin
 Amendment to the Definition of Change of Control Change
of Control
  Amendment to the Definition of Consolidated Adjusted EBITDA
 provided further
 Amendment to the Definition of Consolidated Excess Cash Flow




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4  Amendments to the Definition of Eligible Assignee Eligible
Assignee
 proviso
 Amendments to the Definition of Permitted Liens Permitted
Liens
   Amendments to Section 2.4 of the Credit Agreement (Repayments, Prepayments and
Reductions in Commitments; General Provisions Regarding Payments)
 proviso
 provided further provided Excess Asset Sale Proceeds




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5 proviso
 provided further provided Excess
Loss Proceeds
 proviso
 provided provided Excess
Termination Proceeds
  Prepayments Due to Incurrence of Debt
 Net Proceeds
  Prepayments Due to a Permitted Equity Sale




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6 provided
   Amendments to Section 2.9 of the Credit Agreement (Delayed Start Revolving
Commitments)
 Delayed Start Revolving Commitments
 Delayed Start Revolving Loan Commitments provided




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7  modification
  Amendments to Section 7.1 of the Credit Agreement (Indebtedness)




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8  provided
 Permitted Bonds Permitted Bond
Issuance provided
 Amendments to Section 7.2 of the Credit Agreement (Liens and Related Matters)




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9  provided
 Amendments to Section 7.3 of the Credit Agreement (Investments; Joint Ventures;
Formation of Subsidiaries)
  Amendments to Section 7.6 of the Credit Agreement (Financial Covenants).
  Maximum Consolidated LeverageFiscal Quarter Ending
    
    RatioJune 30, 2009
    
    
    4.00:1.0September 30, 2009
    
    
    4.50:1.0December 31, 2009
    
    
    4.50:1.0March 31, 2010
    
    
    4.00:1.0June 30, 2010
    
    
    4.00:1.0September 30, 2010
    
    
    3.50:1.0December 31, 2010
    
    
    3.50:1.0March 31, 2011 and thereafter
    
    
    3.00:1.0




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10 Amendments to Section 7.10 of the Credit Agreement (Transactions with Shareholders
and Affiliates)
  AH Transfer First Sale
 Conditions to Effectiveness
 Second Amendment Effective Date




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11      Representations and Warranties
 Corporate Power and Authority




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12 Enforceability; Binding Obligations
 Incorporation of Representations and Warranties from Credit Agreement
 No Conflicts




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13 No Default
 Acknowledgment and Consent
    Immunity and Indemnification of Agents
 Reference to and Effect on Credit Agreement and other Loan Documents




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14  Counterparts .
 Severability .
 Governing Law .
 signature pages follow




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IN WITNESS WHEREOF
 BORROWER:
VML US FINANCE LLCBy:
    /s/ Kenneth J. KayName:
    Kenneth J. KayTitle:
    Senior Vice President and
Chief Financial Officer




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COMPANY:
VENETIAN MACAU LIMITEDBy:

/s/ Luis Nuno Mesquita de MeloName:
    Luis Nuno Mesquita de MeloTitle:
    Director




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THE BANK OF NOVA SCOTIA,  as
Administrative AgentBy:
    /s/ Annabella GuoName:
    Annabella GuoTitle:
    Director




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GOLDMAN SACHS CREDIT PARTNERS L.P.,  as
Syndication AgentBy:
    /s/ Douglas TanseyTitle:    Authorized Signatory