to execute and deliver this Joinder Agreement as of
[
,
_____].
[NAME OF LENDER]
By:
Name:
Title:
Notice Address:
Attention:
Telephone:
Facsimile:
LAS VEGAS SANDS, LLC
By:
Name:
Title:
[NAME OF SUBSIDIARY]
By:
Name:
Title:
EXHIBIT L-7
Consented to By:
THE BANK OF NOVA SCOTIA,
as Administrative Agent
By:
Name:
Title:
EXHIBIT L-8
SCHEDULE A
TO JOINDER AGREEMENT
Name of Lender
Type of Commitment
Amount
[
]
[New Term Loan Commitment] [New Revolving Loan Commitment]
$
Total:
$
EXHIBIT L-9
EXHIBIT M
CREDIT AND GUARANTY AGREEMENT
FORM OF SECURITY AGREEMENT
See execution version
EXHIBIT M-1
EXHIBIT N TO
CREDIT AND GUARANTY AGREEMENT
[INTENTIONALLY OMITTED]
EXHIBIT N-1
EXHIBIT O TO
CREDIT AND GUARANTY AGREEMENT
LOAN NO.
TENANT:
FORM OF SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
A. THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this
"Agreement") is entered into by and among
, a
("Tenant"), whose address is
,
a
("Landlord"), whose address is
and the BANK OF NOVA SCOTIA, in its
capacity as Collateral Agent under the Deed of Trust (as defined below) (in such
capacity, the "Collateral Agent"), whose addresses are (i) GWS - Loan
Operations, 720 King Street West, 2nd Floor, c/o Central Mail Room, 44 King
Street West, Toronto, Ontario M5H 1H1, Canada, Attention: John Hall, and
(ii) 21st Floor, 580 California Street, San Francisco, California 94104,
Attention: Alan Pendergast and Chris Osborn.
WITNESSETH:
B. WHEREAS, Landlord, or its successor or designee, is the owner in fee simple
of the real property described in Exhibit A attached hereto, together with the
improvements thereon (collectively, the "Property");
C. WHEREAS, Landlord (or its predecessor-in-title) and Tenant have entered into
a certain [Lease Agreement] (as the same may have been or may hereafter be
amended, modified, renewed, extended or replaced, the "Lease"), dated
, leasing to Tenant a portion of the Property (the
"Premises");
D. WHEREAS, it is contemplated that pursuant to a certain Credit and Guaranty
Agreement to be entered into in or around May 2007 (the "Credit Agreement"),
among Las Vegas Sands, LLC (the "Borrower"), certain subsidiaries of the
Borrower, as Guarantors, the lenders listed from time to time party thereto (the
"Lenders"), the Bank of Nova Scotia, as Administrative Agent for the Lenders
thereunder (the "Administrative Agent"), and each of the other agents and
arrangers party thereto, the Lenders will make certain loans to the Borrower
(the "Loans"), which may be evidenced by one or more of the Borrower's
promissory notes (the "Note"), which will be guaranteed by certain subsidiaries
of the Borrower and secured by, among other things, a certain Deed of Trust,
Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and
Fixture Filing (the "Deed of Trust") in favor of the Collateral Agent
encumbering the Property;
EXHIBIT O-1
E. WHEREAS, the Deed of Trust also secures the obligations of certain affiliates
of the Borrower under those certain $250,000,000 principal amount 6.375% Senior
Notes due 2015;
F. WHEREAS, Collateral Agent, Landlord and Tenant desire to confirm their
understanding with